Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”): (i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date; (ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement; (iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or (iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities. (b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 4 contracts
Samples: Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (At&t Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below being herein called a “Registration Default”):
(i) If the Exchange Offer any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement;
(ii) any of such Registration Statements is not declared effective by the Commission on or prior to the 330th day after date specified for such effectiveness in this Agreement (the Issue “Effectiveness Target Date”);
(iiiii) If neither the Registered Exchange Offer is not consummated within 360 days on or prior to the 30th Business Day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration StatementEffectiveness Target Date;
(iiiiv) If if after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicableas the case may be, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales or exchanges of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial principal amount of the Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities1.0% per annum. In no event shall the Company be obligated to pay Additional Interest (i) for all Registration Defaults under more than one Registration Default under of the clauses in this Section 6(a) at any one timetime and, (ii) for in the case of a period of more than one year (or for such longer period as extended Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities so requested to be registered pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities2 hereof.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(v) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events with respect to the Company or the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause 6(b)(i)(x), such Registration Default occurs for a continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in clause 6(b)(i)(y) or 6(b)(i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any 12-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash as provided in the Initial Securities on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 4 contracts
Samples: Registration Rights Agreement (Affinion Group, Inc.), Registration Rights Agreement (Watchguard Registration Services, Inc.), Registration Rights Agreement (Affinion Loyalty Group, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If on or before the date that is 295 days after the issue date, the Exchange Offer has not been consummated or, if applicable, the Shelf Registration Statement is has not declared effective by the Commission on or prior to the 330th day after the Issue Datebecome effective;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or Statement becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective; provided, however, that none of (i) a Guarantor Restructuring Event, (ii) the exercise of any Swiss Resolution Power with respect to the Guarantor that requires or results in any write-down and cancellation and/or conversion into equity of the Guarantor of the entire, or a portion of, the principal amount of, and/or accrued interest on the Securities into equity of the Guarantor, (iii) the ordering of any Restructuring Protective Measures that require or result in the deferment of payment of principal and/or interest under the Securities and (iv) any consequences resulting from any of the foregoing, will be a Registration Default, in each case, as defined in the Indenture. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue cured with respect to the first 90-day period immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum while any Registration Default is continuing, on the principal amount of such Securities. The amount of the Additional Interest will increase by an additional 0.25% per annum on the principal amount of such Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual up to a maximum amount of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title for all Registration Defaults of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.00% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesSecurities and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts Following the cure of all Registration Defaults, the accrual of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Defaultcease.
Appears in 3 contracts
Samples: Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD), Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD), Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is does not declared become effective by the Commission on or prior to 365th day following the 330th day after the Issue Datedate hereof;
(ii) If neither the Registered Exchange Offer is consummated not completed within 360 30 days after the Issue Date nor, if required in lieu thereof, the Shelf Exchange Offer Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statementbecomes effective;
(iii) If after the Exchange Offer an effective Shelf Registration Statement is declared effective not made available by the later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on which the requirement to make such Shelf Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above)available arises; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) and the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding (i) the date on which all such Registration Defaults have been curedcured and (ii) the date which is two years after the date hereof. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 1.00% per annum, regardless of the Securities. In no event number of Registration Defaults that shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, have occurred and are not Transfer Restricted Securitiescontinuing.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. A Registration Default referred to in Section 6(a)(1) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated. Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 3 contracts
Samples: Registration Rights Agreement (RenPac Holdings Inc.), Registration Rights Agreement (RenPac Holdings Inc.), Registration Rights Agreement (RenPac Holdings Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the Shelf Registration Filing Deadline (other than a failure to file the Exchange Offer Registration Statement is if the Issuer has become obligated to file a Shelf Registration Statement);
(ii) If on or prior to the 365th day following the Issue Date, the Registered Exchange Offer has not been consummated and the Shelf Registration Statement has not been declared effective by the Commission;
(iii) If the Shelf Registration Statement (if required in lieu of the Registered Exchange Offer) has not been declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described applicable date specified in Section 6(a)(i2(a) above)hereof; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)Section 6(b) hereof) in connection with resales of Transfer Restricted Securities during the periods specified herein herein, and in either case such failure to remain effective or usable, as the case may be, continues for 30 consecutive days or exists for more than an aggregate of 60 days in any 12-month period, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (y) the date on which all such Registration Defaults have been cured. Additional Interest shall accrue cured and (z) the date on which no Initial Securities are Transfer Restricted Securities, at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of such Registration Default is continuing, Default. The Additional Interest rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities0.5% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default.
(d) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Gulfport Energy Corp), Registration Rights Agreement (Gulfport Energy Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest for (i) for more than one Registration Default under this Section 6(a) at any one time, time or (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted SecuritiesStatement.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (At&t Inc.), Registration Rights Agreement (At&t Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”):
(i) If on or prior to the 180th day following the date of original issuance of the Initial Securities, the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If on or prior to the 60th day following the occurrence of an event requiring the filing of a Shelf Registration Statement, the Shelf Registration Statement has not been filed with the Commission;
(iii) If on or prior to the 270th day following the date of original issuance of the Initial Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission (unless an event requiring the filing of a Shelf Registration Statement in lieu of an Exchange Offer Registration Statement has occurred);
(iv) If on or prior to the 300th day following the date of original issuance of the Initial Securities, neither the Registered Exchange Offer is has been consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become been declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiv) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any (the “Additional Interest Rate”) for the first 90-day period immediately following such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum aggregate Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities0.50% per annum. In no event The Company shall the Company not be obligated required to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one given time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (ivv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tw Telecom Inc.), Registration Rights Agreement (Tw Telecom Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”)::
(i) If the Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after the Issue Date,
(ii) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 180th day after the Issue Date or, if filing a Shelf Registration Statement in the circumstances referenced in clause 2(i) above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;,
(iii) If if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); oreffective,
(iv) If if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 60th day (the “Shelf Filing Date”) after the date on which the obligation to file a Shelf Registration Statement arises,
(v) if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Shelf Registration Statement is not declared effective on or prior to the 60th day after the Shelf Filing Date, or
(vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, if applicableas the case may be, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.0% per annum. Following the cure of all Registration Defaults, the accrual of Such Additional Interest on will be in addition to any other interest payable from time to time with respect to the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted SecuritiesExchange Notes.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Oci Holdings Inc), Registration Rights Agreement (Oci Holdings Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through or (ivii) below a “Registration Default”)::
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If May 16, 2013, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be effective or usable at any time during the Shelf Registration Period (except as permitted in paragraph (b)) and except as permitted in connection with resales of Transfer Restricted Securities during the periods specified herein Section 2(d) and such failure to remain effective or usable continues for more than 30 consecutive days because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any of the principal of the Initial Securities for the first 90-day period immediately following the occurrence of a Registration Default is continuing, and such Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, but in no event shall such increase, exceed 1.00% per annum. Following the cure of all Registration DefaultsDefaults relating to the particular Initial Securities, the accrual of Additional Interest on interest rate borne by the relevant Initial Securities will cease and be reduced to the original interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for borne by such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Magnum Hunter Resources Corp), Registration Rights Agreement (Magnum Hunter Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration Default is continuingceases to be effective, until in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Defaults have been cured. Following the cure of all Registration DefaultsStatement which has not become, the accrual of or had ceased to remain, effective, Additional Interest on the Initial Securities will 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 and the interest rate will revert to the applicable original rate set forth in the title accrue. Notwithstanding any other provisions of the Securities. In no event shall this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (ia)(ii) for more than one Registration Default under during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) at any one time, (ii) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for each and any Registration Default referred pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 6(a)(iv)(B3(n) hereof shall be entitled to Additional Interest with respect to a Registration Statement or (iii) on any Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities that, at the time of the Registered Exchange Offer was pending and consummated and failed to validly tender such Registration Default, are not Transfer Restricted SecuritiesInitial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), ) and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (PBF Energy Co LLC), Registration Rights Agreement (PBF Holding Co LLC)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is does not declared become effective by the Commission on or prior to 365th day following the 330th day after the Issue Datedate hereof;
(ii) If neither the Registered Exchange Offer is consummated not completed within 360 30 days after the Issue Date nor, if required in lieu thereof, the Shelf Exchange Offer Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statementbecomes effective;
(iii) If after the Exchange Offer required pursuant to Section 2, if an effective Shelf Registration Statement is declared effective not made available by the later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on which the requirement to make such Shelf Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above)available arises; or
(iv) If after either the Shelf Exchange Offer Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period prior to the completion of time that exceeds 180 days in the aggregate in any 12-month period in which Registered Exchange Offer, or the Shelf Registration Statement is required to be declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) and the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been curedcured and (ii) the date which is two years after the date hereof. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 1.00% per annum, regardless of the Securities. In no event number of Registration Defaults that shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, have occurred and are not Transfer Restricted Securitiescontinuing.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. A Registration Default referred to in Section 6(a)(1) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated. Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (RenPac Holdings Inc.), Registration Rights Agreement (RenPac Holdings Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i), (ii) through and (iviii) below a “Registration Default”):
(i) If the Exchange Offer The Shelf Registration Statement Statement, if required, is not declared effective by within the Commission on or prior to the 330th day after the Issue Dateperiod described in Section 2(a) hereof;
(ii) If neither by the date that is 365 days after the Issue Date, the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;not consummated; or
(iii) If after the Exchange Offer Shelf Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur (except in the case of clause (iii) above, in which case such accrual shall begin from and include the 61st consecutive day following such failure to remain effective or usable) to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any with respect to the first 90 days after the date of (or the 61st day following, in the case of clause (iii)) the Registration Default (which rate shall be increased by an additional 0.25% per annum at the beginning of each subsequent 90-day period), in each case until (1) the Exchange Offer is continuingcompleted; (2) the Shelf Registration Statement is declared effective or is no longer required to be effective; or (3) the Registration Default no longer exists, until all Registration Defaults have been cured. Following as the cure of all Registration Defaultscase may be; provided, however, that at no time shall the accrual amount of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth accruing exceed in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesaggregate 0.50% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the 61st day after such Registration Default occurs until such Registration Default is cured.
(c) The remedy set forth in Section 6(a) hereof shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for each and any Registration Default.
(d) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Chesapeake Midstream Partners Lp), Registration Rights Agreement (Chesapeake Midstream Partners Lp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is does not declared become effective by the Commission on or prior to 365th day following the 330th day after the Issue Datedate hereof;
(ii) If neither the Registered Exchange Offer is consummated not completed within 360 30 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared becomes effective;
(iii) if required pursuant to Section 2, an effective such Shelf Registration Statement thereafter ceases is not made available by the later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on which the requirement to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless make such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above)Shelf Registration Statement available arises; or
(iv) If after either (x) the Shelf Exchange Offer Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period prior to the completion of time that exceeds 180 days in the aggregate in any 12-month period in which Registered Exchange Offer, or (y) the Shelf Registration Statement is required to be effective declared (or becomes automatically) effective, (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) and the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been curedcured and (ii) the date which is two years after the date hereof. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 1.00% per annum, regardless of the Securities. In no event number of Registration Defaults that shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, have occurred and are not Transfer Restricted Securitiescontinuing.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until the earlier of (i) the date on which such Registration Default is curedcured and (ii) the date which is two years after the date hereof. A Registration Default referred to in Section 6(a)(i) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (RenPac Holdings Inc.), Registration Rights Agreement (RenPac Holdings Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”):
(i) If if the Company fails to file the Exchange Offer Registration Statement with the Commission on or prior to the 270th day after the Issue Date, or
(ii) if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 365th day after the Issue Date or, if obligated to file a Shelf Registration because of the circumstances described in Section 2(a)(i) above, a Shelf Registration Statement has not become effective on or prior to the 180th day after the Issue Date;, or
(iiiii) If neither if the Registered Exchange Offer is not consummated within 360 days on or before the 405th day after the Issue Date norDate, or
(iv) if required obligated to file a Shelf Registration Statement because of circumstances described in lieu thereofSection 2(a)(ii) or 2(a)(iii) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 30th day (the “Shelf Filing Date”) after the date on which the obligation to file a Shelf Registration Statement arises, or
(v) if obligated to file a Shelf Registration Statement because of circumstances described in Section 2(a)(ii) or 2(a)(iii) above, the Shelf Registration Statement has not become effective within 270 days after on or prior to the date, if any, on which the Company became obligated to file 90th day of the Shelf Registration Statement;Filing Date, or
(iiivi) If if after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or Statement becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) of this Section 6) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the up to a maximum additional interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.0% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that that, in any case case, if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Purchase Agreement (Dynegy Inc.), Registration Rights Agreement (Dynegy Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of with respect to the Initial Securities will be 0.25% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. In addition, Holders of Exchange Securities will not be entitled to receive any Additional Interest with respect to the Exchange Securities. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securitiesrate, 8.875%. In no event shall the Company be obligated to pay The Additional Interest (i) for more than one Registration Default under due pursuant to this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from shall be the Issue Date sole remedy for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Eclipse Resources Corp), Purchase Agreement (Eclipse Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Partnership) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration Default is continuingceases to be effective, until in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Defaults have been cured. Following the cure of all Registration DefaultsStatement which has not become, the accrual of or had ceased to remain, effective, Additional Interest on the Initial Securities will 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 and to accrue. Notwithstanding any other provisions of this Section 6, the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event PBF Parties shall the Company not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (ia)(ii) for more than one Registration Default under during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) at any one time, (ii) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for each and any Registration Default referred pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Partnership in accordance with Section 6(a)(iv)(B3(n) hereof shall be entitled to Additional Interest with respect to a Registration Statement or (iii) on any Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities that, at the time of the Registered Exchange Offer was pending and consummated and failed to validly tender such Registration Default, are not Transfer Restricted SecuritiesInitial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company PBF Parties where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company PBF Parties that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is PBF Parties are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), ) and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (PBF Logistics LP), Registration Rights Agreement (PBF Logistics LP)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvii) below a “Registration Default”):
(i) If by August 9, 2005, the Company has not filed the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue DateStatement;
(ii) If neither by November 7, 2005, the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become not been declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration StatementCommission;
(iii) If the Company is obligated to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by December 7, 2005;
(iv) If the Exchange Offer is not consummated on or before the 30th day after the Exchange Registration Statement has been declared effective by the Commission;
(v) If the Company is obligated to file a Shelf Registration Statement and such Shelf Registration Statement has not been filed on or prior to the 30th day (the “Shelf Filing Date”) after the date such obligation to file the Shelf Registration Statement arises;
(vi) If the Company is obligated to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective on or prior to the 60th day after the Shelf Filing Date; or
(vii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum while any for the first 90-day period immediately following the occurrence of such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.5% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause clauses (i), (ii), (iii) or (ivi)-(vii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Petroquest Energy Inc), Registration Rights Agreement (Petroquest Energy Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii)-(iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securitiesrate, 5.875%. In no event shall the Company be obligated to pay The Additional Interest (i) for more than one Registration Default under due pursuant to this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from shall be the Issue Date sole remedy for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 2 contracts
Samples: Registration Rights Agreement (Matador Resources Co), Registration Rights Agreement (Matador Resources Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Additional Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Additional Securities over and above the interest set forth in the title of the Additional Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Additional Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Additional Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securitiesrate, 6.875%. In no event shall the Company be obligated to pay The Additional Interest (i) for more than one Registration Default under due pursuant to this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from shall be the Issue Date sole remedy for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Additional Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Additional Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Matador Resources Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”)::
(i) If on or prior to the 180th day following the date of original issuance of the Initial Securities, the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If on or prior to the 60th day following the occurrence of an event requiring the filing of a Shelf Registration Statement, the Shelf Registration Statement has not been filed with the Commission;
(iii) If on or prior to the 270th day following the date of original issuance of the Initial Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission (unless an event requiring the filing of a Shelf Registration Statement in lieu of an Exchange Offer Registration Statement has occurred);
(iv) If on or prior to the 300th day following the date of original issuance of the Initial Securities, neither the Registered Exchange Offer is has been consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become been declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiv) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any (the “Additional Interest Rate”) for the first 90-day period immediately following such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum aggregate Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities0.50% per annum. In no event The Company shall the Company not be obligated required to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one given time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (ivv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of 0.25will be 0.50% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.50% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.50% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timerate, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities9.75%.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securitiesrate, 6.250%. In no event shall the Company be obligated to pay The Additional Interest (i) for more than one Registration Default under due pursuant to this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from shall be the Issue Date sole remedy for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii)-(iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securitiesrate, 5.125%. In no event shall the Company be obligated to pay The Additional Interest (i) for more than one Registration Default under due pursuant to this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from shall be the Issue Date sole remedy for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securitiesrate, 7.25%. In no event shall the Company be obligated to pay The Additional Interest (i) for more than one Registration Default under due pursuant to this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from shall be the Issue Date sole remedy for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) ----------------------------------------------- Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall will be assessed as follows if any of the following events occur occurs (each such event identified in clauses clause (i) through ), (ii), (iii), (iv) below a “Registration Default”or (v) below, an "Additional Interest Event"):
(i) If the Exchange Offer Registration Statement Period is not declared effective by closed and all Transfer Restricted Notes properly tendered to the Commission Company have not been exchanged for Exchange Notes on or prior to the 330th day 270 days after the Issue Date;original issue date of the Notes; or
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date norIf, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective effective, such Exchange Offer Registration Statement thereafter ceases to be effective at any time during the required period specified within this Agreement; or
(iii) If the Company ceases to maintain its status as a reporting company under the Exchange Act whether or usable not the SEC rules and regulations require the Company to maintain that status (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to unless the consummation SEC will not accept the filing of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) aboveapplicable reports); or
(iv) If after Whether or not the Registered Exchange Offer is consummated, any required Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required not filed as promptly as practicable, and in any event within 45 days, following the event giving rise to be effective the requirement to file a Shelf Registration Statement in accordance with this Agreement; or
(v) If, after any Shelf Registration Statement is declared effective, (A) such Shelf Registration Statement thereafter ceases to be effective during the period required hereinShelf Registration Period; or (B) such Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Notes during the Shelf Registration Period (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein this Section 6) because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities Transfer Restricted Notes over and above the interest set forth in the title of the Securities applicable series of the Notes from and including the date on which any such Registration Default Additional Interest Event shall occur to to, but excluding excluding, the date on which all such Registration Defaults Additional Interest Events have been cured. Additional Interest shall accrue cured or terminated, at a rate of 0.250.50% per annum while any Registration Default is continuing, until all Registration Defaults have been curedand such Additional Interest shall be payable in accordance with Section 6(c). Following In the cure event that more than one of all Registration Defaultsthe aforementioned Additional Interest Event occurs at the same time, the accrual of Additional Interest on the Initial Securities will cease and maximum increase in the interest rate will revert applicable to the applicable original rate set forth in the title of the Securities. In no event Notes shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities0.50% per annum.
(b) A Registration Default An Additional Interest Event referred to in Section 6(a)(iii6(a)(v) or Section 6(a)(iv)(B) hereof shall be is deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default that Additional Interest Event has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where Company, when such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events or developments with respect to the Company or its Affiliates that would need to be described in such Shelf Registration Statement or the related prospectus prospectus, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe those events or, in the case of material developments that the Company determines in good faith must remain confidential for business reasons, the Company is proceeding promptly and in good faith to take such events; providedsteps as are necessary so that those developments need no longer remain confidential, however, that but in any case case, if such Registration Default occurs any Additional Interest Event (including any referred to in clause (x) or (y), above) continues for a continuous period in excess of 30 45 days, Additional Interest shall will be payable in accordance with the above paragraph from the day such Registration Default occurs following the last day of that 45-day period until such Registration Default the date on which that Additional Interest Event is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above payable will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes, in the same manner as the manner in which regular interest is payable. The amount of Additional Interest for any period will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes of the applicable series, multiplied by a fraction, the numerator of which is the number of days such that Additional Interest rate was applicable during such that period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Amerenenergy Generating Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is does not declared become effective by the Commission on or prior to 365th day following the 330th day after the Issue Datedate hereof;
(ii) If neither the Registered Exchange Offer is consummated not completed within 360 30 days after the Issue Date nor, if required in lieu thereof, the Shelf Exchange Offer Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statementbecomes effective;
(iii) If after the Exchange Offer required pursuant to Section 3, if an effective Shelf Registration Statement is declared effective not made available by the later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on which the requirement to make such Shelf Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above)available arises; or
(iv) If after either the Shelf Exchange Offer Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period prior to the completion of time that exceeds 180 days in the aggregate in any 12-month period in which Registered Exchange Offer, or the Shelf Registration Statement is required to be declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) and the last paragraph of Section 3) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been curedcured and (ii) the date which is two years after the date hereof. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 1.00% per annum, regardless of the Securities. In no event number of Registration Defaults that shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, have occurred and are not Transfer Restricted Securitiescontinuing.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B7(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. A Registration Default referred to in Section 7(a)(1) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 7(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 7(a)(iii) or Section 7(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated. Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”):
(i) If if the Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to the 120th day after the Issue Date;
(ii) if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 210th day after the Issue Date or, if obligated to file a Shelf Registration Statement pursuant to clause (i) of Section 2 above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 210th day after the Issue Date;
(iiiii) If neither if the Registered Exchange Offer is not consummated within 360 days after on or before the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If 40th day after the Exchange Offer Registration Statement is declared effective such effective;
(iv) if obligated to file the Shelf Registration Statement thereafter ceases pursuant to be effective clause (ii), (iii) or usable (except as permitted in paragraph (biv) in connection of Section 2 above, the Company fails to file the Shelf Registration Statement with resales of Transfer Restricted Securities) the Commission on or prior to the consummation 30th day (the “Shelf Filing Date”) after the date on which the obligation to file a Shelf Registration Statement arises;
(v) if obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of Section 2 above, the Registered Exchange Offer (unless such ineffectiveness Shelf Registration Statement is cured within not declared effective on or prior to the 330-90th day period described in Section 6(a)(i) above)after the Shelf Filing Date; or
(ivvi) If if after either the Exchange Offer Registration Statement or the Shelf Registration Statement, if applicableas the case may be, is declared (or becomes automatically) effective, effective and for a during the period of time that exceeds 180 days in the aggregate in any 12-month period in which the when such Exchange Offer Registration Statement or Shelf Registration Statement is required to be effective kept effective, (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the up to a maximum additional interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.0% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), ) through (ii), (iii) or (ivvi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Community Health Systems Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii)-(iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of 0.25will be 0.50% per annum while any year for the first 90- day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.50% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.50% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timerate, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities6.75%.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-30- day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”)::
(i) If on or prior to the 180th day following the date of original issuance of the Initial Securities, the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If on or prior to the 60th day following the occurrence of an event requiring the filing of a Shelf Registration Statement, the Shelf Registration Statement has not been filed with the Commission;
(iii) If on or prior to the 270th day following the date of original issuance of the Initial Securities, the Exchange Offer Registration Statement has not been declared effective by the Commission (unless an event requiring the filing of a Shelf Registration Statement in lieu of an Exchange Offer Registration Statement has occurred);
(iv) If on or prior to the 300th day following the date of original issuance of the Initial Securities, neither the Registered Exchange Offer is has been consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become been declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiv) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any (the “Additional Interest Rate”) for the first 90-day period immediately following such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum aggregate Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities0.50% per annum. In no event The Company shall the Company not be obligated required to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one given time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”)::
(i) If 180 days after the Issuer Date (or if the 180th day is not a business day, the first business day thereafter), neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by the date that is 360 days after the Issuer Date (or if the 360th day is not a business day, the first business day thereafter), neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after the Exchange Offer Shelf Registration Statement is declared (or becomes automatically) effective such Registration Statement thereafter or the related prospectus ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective), and such failure to remain effective or usable continues for a period 30 consecutive days or exists for more than an aggregate of time that exceeds 180 60 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) period, in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following of the cure principal amount of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and for the interest rate will revert to first 90-day period immediately following the applicable original rate set forth in the title occurrence of the Securities. In no event shall the Company be obligated to pay a Registration Default, with such Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) be increased by an additional 0.25% per annum with respect to a each subsequent 90-day period in each case until the Registered Exchange Offer is completed or the Shelf Registration Statement or (iii) on any Securities thatis declared effective, at the time up to a maximum Additional Interest rate of such Registration Default, are not Transfer Restricted Securities1.00% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below being herein referred to as a “"Registration Default”"):
(i) If neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission on or before the 180th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or October 27, 1998;
(ii) the Registered Exchange Offer is not consummated on or before the 240th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or December 28, 1998;
(iii) if a Shelf Registration Statement is required to be filed under this Agreement, such Shelf Registration Statement is not declared effective by the Commission on or prior to before the 330th 270th day after the Issue Date;
Date (ii) If neither the Registered Exchange Offer or if such day is consummated within 360 days after the Issue Date nor, if required in lieu thereofnot a business day, the first business day thereafter), or January 25, 1999 (or, in the case of a Shelf Registration Statement has become effective within 270 days required to be filed in response to any change in applicable interpretation of the Commission, if later, on or before the 90th day after publication of such change); or
(iv) if a Shelf Registration Statement is required to be filed under this Agreement, and after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective and during the period that the Company is required to use its reasonable best efforts to keep the Shelf Registration Statement effective as provided in Section 2(a), such Shelf Registration Statement thereafter ceases to be effective or usable and continues not to be effective (except as permitted in paragraph (b) other than in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within Offer, as contemplated by the 330-day period described last sentence of Section 2(a)), or the Company shall have suspended and be continuing to suspend the availability of the prospectus contained in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 more than 30 days in the aggregate in any 12consecutive twelve-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effectiveperiod. Additional Interest shall accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have Default has been cured. Additional Interest shall accrue , at a rate of (a) prior to the 91st day of such period (for so long as such period is continuing), 0.25% per annum while any Registration Default and (b) thereafter (for so long as such period is continuing), until all 0.50% per annum. Any such Additional Interest shall not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum in the aggregate, regardless of the number of Registration Defaults that shall have been curedoccurred and be continuing. Following the cure of all Registration Defaults, the accrual of such Additional Interest on will cease. All Registration Defaults will be deemed cured upon consummation of the Initial Securities will cease and the interest rate will revert Exchange Offer. Notwithstanding anything to the applicable original rate contrary in this Section 6(a), the Company shall not be required to pay Additional Interest to any Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the title third to last paragraph of Section 1 or failed to provide the Securities. In no event shall the Company information required to be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timeprovided by it, (ii) for a period of more than one year (or for such longer period as extended if any, pursuant to Section 3(h3(n)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities that are Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Jafra Cosmetics International Sa De Cv)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”):
(i) If if the Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after the Issue Date (subject to the second sentence of Section 1(a)), or
(ii) if the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 180th day after the Issue Date or, if obligated to file a Shelf Registration Statement because of the circumstances described in Section 2(a)(i) above, a Shelf Registration Statement has not become effective on or prior to the 180th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;or
(iii) If if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); effective, or
(iv) If after if obligated to file a Shelf Registration Statement because of circumstances described in Section 2(a)(ii), 2(a)(iii), or 2(a)(iv) above, the Company fails to file the Shelf Registration Statement, if applicable, is declared Statement with the Commission on or prior to the 30th day (or becomes automaticallythe “Shelf Filing Date”) effective, and for a period of time that exceeds 180 days in after the aggregate in any 12-month period in date on which the obligation to file a Shelf Registration Statement is required arises, or
(v) if obligated to be file a Shelf Registration Statement because of circumstances described in Section 2(a)(ii), 2(a)(iii), or 2(a)(iv) above, the Shelf Registration Statement has not become effective on or prior to the 90th day of the Shelf Filing Date, or
(vi) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the up to a maximum additional interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.0% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that that, in any case case, if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Dynegy Holdings Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If November 8, 2016, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)by Section 6(b) hereof) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a Registration Statement or (iii) on any Securities that, at the time maximum Additional Interest rate of such Registration Default, are not Transfer Restricted Securities0.50% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 360th day after the Issue Date;, the Registered Exchange Offer is not consummated or
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared (or becomes automatically) effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for during a period of time that exceeds 180 days in the aggregate in any 12-month period in during which the Registration Statement it is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effectivebe. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title principal amount of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue Initial Securities, at a rate of 0.25% per annum while any for the first 90-day period, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period that such Additional Interest continues to accrue (provided, that the rate at which such Additional Interest accrues may in no event exceed 1.0% per annum) commencing on the 361st day after the Issue Date, in the case of (i) above, or the day such Shelf Registration Default Statement ceases to be effective during a period during which it is continuingrequired to be, until in the case of (ii) above; provided, that upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (i) above), or upon the effectiveness of a Shelf Registration Defaults have been cured. Following Statement that had ceased to remain effective (in the cure case of all Registration Defaultsclause (ii) above), the accrual of Additional Interest on the such Initial Securities will as a result of such clause shall cease and the interest rate will revert to the applicable original rate set forth accrue. The Company shall in the title of the Securities. In no event shall the Company be obligated required to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one given time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus prospectus, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (yx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Freescale Semiconductor Holdings I, Ltd.)
Additional Interest Under Certain Circumstances. (a) Additional If (i)(A) the Registered Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 365th day after the Issue Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any (which rate will be increased by an additional 0.25% per annum for each subsequent 90‑day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by PBF) commencing on (x) the 366th day after the Issue Date, in the case of clause (i) above, or (y) the day such Shelf Registration Default is continuingceases to be effective, until in the case of clause (ii) above; provided, however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Defaults have been cured. Following the cure of all Registration DefaultsStatement which has not become, the accrual of or had ceased to remain, effective, Additional Interest on the Initial Securities will 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 and the interest rate will revert to the applicable original rate set forth in the title accrue. Notwithstanding any other provisions of the Securities. In no event shall this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (ia)(ii) for more than one Registration Default under during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) at any one time, (ii) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for each and any Registration Default referred pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to PBF in accordance with Section 6(a)(iv)(B3(n) hereof shall be entitled to Additional Interest with respect to a Registration Statement or (iii) on any Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Initial Securities that, at the time of the Registered Exchange Offer was pending and consummated and failed to validly tender such Registration Default, are not Transfer Restricted SecuritiesInitial Securities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), ) and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below being herein called a “Registration Default”):
(i) If if the Company fails to file the Exchange Offer Registration Statement is not declared effective by with the Commission on or prior to the 210th day after the Issue Date;
(ii) if the Registered Exchange Offer is not consummated by the 330th day after the Issue Date;
(iiiii) If neither if obligated to file a Shelf Registration Statement pursuant to Section 2(i), a Shelf Registration Statement is not declared effective by the Registered Exchange Offer is consummated within 360 days Commission by the 330th day after the Issue Date;
(iv) if obligated to file a Shelf Registration Statement pursuant to Section 2(ii), (iii) or (iv), the Company fails to file the Shelf Registration Statement with the Commission on or prior to the later of the 210th day after the Issue Date norand the 30th day after the date on which the obligation to file a Shelf Registration Statement arises;
(v) if obligated to file a Shelf Registration Statement pursuant to Section 2(ii), if required in lieu thereof(iii) or (iv), the Shelf Registration Statement has become is not declared effective within 270 days after on or prior to the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Effectiveness Deadline; or
(iiivi) If if after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicableas the case may be, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) involuntary or is beyond the Registration Statement has expired before control of the Company or pursuant to operation of law or as a replacement Shelf Registration Statement has become effectiveresult of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth rate provided in the title of the Securities Indenture from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities1.00% per annum. In no event shall the Company be obligated to pay Additional Interest (i) for under more than one Registration Default under of the clauses in this Section 6(a) at any one timetime and, (ii) for in the case of a period of more than one year (or for such longer period as extended Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities so requested to be registered pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities2 hereof.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause(i)(x), such Registration Default occurs for a continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in clause(i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any 12-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate 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 amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Metals USA Holdings Corp.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If June 25, 2018, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in ; or
(ii) If after either the aggregate in any 12-month period in which Exchange Offer Registration Statement or the Shelf Registration Statement is required to be declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)by Section 6(b) hereof) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a Registration Statement or (iii) on any Securities that, at the time maximum Additional Interest rate of such Registration Default, are not Transfer Restricted Securities0.50% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “Registration Default”):
(i) If by December 4, 2006, the Exchange Offer Registration Statement has not been filed with the Commission;
(ii) If by March 2, 2007, the Exchange Offer Registration Statement has not been declared effective by the Commission;
(iii) If by April 11, 2007, the Registered Exchange Offer is not consummated;
(iv) If the Company is obligated to use all commercially reasonable efforts to file a Shelf Registration Statement pursuant to Section 2 hereof and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises;
(v) If the Company is obligated to use all commercially reasonable efforts to file a Shelf Registration Statement pursuant to Section 2 hereof and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 330th 210th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the obligation to file a Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;arises; or
(iiivi) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any annum. The Additional Interest rate will increase by an additional 25 basis points with respect to each subsequent 90-day period to but excluding the date that such Registration default shall have been cured (or in the case of a Registration Default is continuingrelating to a Shelf Registration Statement, until the date the Company’s obligation to keep the Shelf Registration Statement effective shall have ceased under Section 2(b) hereof), up to a maximum rate of Additional Interest for all Registration Defaults have been curedequal to 1.0% per annum. So long as a Registration Default shall occur and be continuing, Additional Interest will accrue and be payable with respect to the aggregate principal amount of all Transfer Restricted Securities then outstanding as well as all other notes then outstanding that bear the same CUSIP number as the Transfer Restricted Notes, if any. Additional Interest may not accrue pursuant to more than one clause of subsection (a) at any one time. Following the cure of all a Registration DefaultsDefault, the accrual of Additional Interest on the Initial Securities will cease and with respect to that Registration Default. Such Additional Interest shall be the interest rate will revert Holders’ sole monetary remedy under this Agreement with respect to any Registration Default, it being understood that Holders may pursue remedies in equity. Notwithstanding the applicable original rate foregoing, the foregoing does not limit the Holders’ rights set forth in the title of the SecuritiesSections 4 and 5 hereof. In The parties hereto acknowledge that there may be no event shall adequate remedy at law if the Company fails to perform any of its obligations set forth in Sections 1 through 3 hereof and that the Initial Purchasers and the Holders may be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at irreparably harmed by any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesfailure.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause clauses (i), ) through (ii), (iii) or (ivvi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (H&E Equipment Services, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.00% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securitiesrate, 6.875%. In no event shall the Company be obligated to pay The Additional Interest (i) for more than one Registration Default under due pursuant to this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from shall be the Issue Date sole remedy for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Matador Resources Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If on or before the date that is 325 days after the issue date, the Exchange Offer has not been consummated or, if applicable, the Shelf Registration Statement is has not declared effective by the Commission on or prior to the 330th day after the Issue Datebecome effective;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or Statement becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective; provided, however, that none of (i) a Guarantor Restructuring Event, (ii) the exercise of any Swiss Resolution Power with respect to the Guarantor that requires or results in any write-down and cancellation and/or conversion into equity of the Guarantor of the entire, or a portion of, the principal amount of, and/or accrued interest on the Securities into equity of the Guarantor, (iii) the ordering of any Restructuring Protective Measures that require or result in the deferment of payment of principal and/or interest under the Securities and (iv) any consequences resulting from any of the foregoing, will be a Registration Default, in each case, as defined in the Indenture. Additional Interest shall accrue on the Initial Securities of a series over and above the interest set forth in the title of the such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue cured with respect to the first 90-day period immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum while any Registration Default is continuing, on the principal amount of such Securities. The amount of the Additional Interest will increase by an additional 0.25% per annum on the principal amount of such Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual up to a maximum amount of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title for all Registration Defaults of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.00% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesSecurities and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts Following the cure of all Registration Defaults, the accrual of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Defaultcease.
Appears in 1 contract
Samples: Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur occurs (each such event in clauses (i) through (iviii) below a “Registration Default”"Failure to Register"):
(i) If if (A) by the 360th day following the date hereof the Exchange Offer Registration Statement is has not been declared effective by the Commission or (B) by the 360th day following the date on or prior which the obligation to file a Shelf Registration Statement under Section 2 is triggered, the 330th day after Shelf Registration Exchange Offer has not been declared effective by the Issue DateCommission;
(ii) If neither if by the Registered 390th day following the date hereof the Registration Exchange Offer is consummated within 360 days after not consummated; or
(iii) if any Shelf Registration Statement required by Section 2 hereof is filed and declared effective, and during the Issue Date nor, if period the Issuers are required in lieu thereof, to use their commercially reasonable efforts to cause the Shelf Registration Statement has become effective within 270 days after to remain effective, (x) the date, if any, on which the Company became obligated to file Issuers shall have suspended the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases pursuant to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and 2 hereof for a period of time that exceeds 180 more than 60 days in the aggregate in any 12consecutive twelve-month period in which and be continuing to suspend the availability of the Shelf Registration Statement is required or (y) the Shelf Registration Statement shall cease to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light other than by action of the circumstances under which they were made not misleading, (2Issuers pursuant to the last paragraph of Section 2 hereof) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before without being replaced within 90 days by a replacement Shelf Registration Statement has become shelf registration statement that is filed and declared effective. Additional Interest shall will accrue on the Initial Securities over and above Notes, for the interest set forth in period from the title occurrence of the Securities from and including the date on which a Failure to Register (but only with respect to one Failure to Register at any particular time) until such Registration Default shall occur time as all Failures to but excluding the date on which all such Registration Defaults Register have been cured. Additional Interest shall accrue cured at a rate of per annum equal to 0.25% per annum while any Registration Default is continuingduring the first 90-day period following the occurrence of such Failure to Register, until all Registration Defaults have been cured. Following the cure which rate shall increase by 0.25% during each subsequent 90-day period, up to a maximum of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title 0.50% regardless of the Securities. In no event number of Failures to Register that shall the Company have occurred and be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiescontinuing.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events or developments with respect to the Company Issuers that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; providedevents or, howeverin the case of material developments that the Issuers determine in good faith must remain confidential for business reasons, the Issuers are proceeding promptly and in good faith to take such steps as are necessary so that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cureddevelopments need no longer remain confidential.
(c) Any amounts of Additional Interest due pursuant to clause (iSection 6(a)(i), (ii), (iiia)(ii) or (iv) of Section 6(aa)(iii) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall will be assessed as follows if any of the following events occur occurs (each such event identified in clauses clause (i), (ii) through or (iviii) below below, a “Registration Default”"Failure to Register"):
(i) If by the 150th day after the date of the original issue of the Bonds (that date of issue, the "Closing Date"), neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If neither by the 180th day after the Closing Date, the Registered Exchange Offer is not consummated within 360 days after the Issue Date norand, if required in lieu thereof, the Shelf Registration Statement has become is not declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If If, after the 180th day after the Closing Date, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective such effective, (A) that Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or usable (except as permitted in paragraph (b) in connection with resales the sale of all the Transfer Restricted Securities) prior Bonds registered pursuant to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in as the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereincase may be; or (B) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Bonds during the periods specified in this Agreement (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein this Section 6) because either (1) any event occurs as a result of which the related prospectus forming part of such that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such that Registration Statement Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act Act, or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Agreement (Cleveland Electric Illuminating Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i) If the Exchange Offer Shelf Registration Statement is has not been filed with the Commission by the 120th day after the latest date of original issuance of the Initial Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission on or prior to by the 330th 210th day after the Issue Date;
(ii) If neither latest date of original issuance of the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Initial Securities; or
(iii) If after the Exchange Offer Shelf Registration Statement is declared effective by the Commission but the Company fails, with respect to a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (30) days of the Company's receipt of such questionnaire in order to name such Holder in the Shelf Registration Statement; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the Shelf Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) involuntary or is beyond the Registration Statement has expired before control of the Company or pursuant to operation of law or as a replacement Shelf Registration Statement has become effectiveresult of any action or inaction by the Commission . Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum while any (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 2.0% per annum. Following the cure If a Holder converts some or all of all its Initial Securities into Common Stock at a time when there exists a Registration DefaultsDefault, the accrual of Holder will not be entitled to receive additional Additional Interest on such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities will cease and the interest rate will revert being converted (except to the applicable original rate set forth in extent that the title of the SecuritiesCompany elects to deliver cash upon conversion). In no event shall addition, such Holder will receive on the Company be obligated to pay settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest (i) for more than one on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default under this Section 6(a) at occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) Additional Interest with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted SecuritiesCommon Stock.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-post effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-post effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in excess any 100-day period or on aggregate of 30 days100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur occurs (each such event in clauses (i) through (iviii) below a “Registration DefaultFailure to Register”):
(i) If if (A) by the 330th day following the date hereof the Exchange Offer Registration Statement is has not been declared effective by the Commission or (B) by the 240th day following the date on or prior which the obligation to file a Shelf Registration Statement under Section 2 is triggered, the 330th day after Shelf Registration Exchange Offer has not been declared effective by the Issue DateCommission;
(ii) If neither if by the Registered 360th day following the date hereof the Registration Exchange Offer is consummated within 360 days after not consummated; or
(iii) if any Shelf Registration Statement required by Section 2 hereof is filed and declared effective, and during the Issue Date nor, if period the Issuers are required in lieu thereof, to use their commercially reasonable efforts to cause the Shelf Registration Statement has become effective within 270 days after to remain effective, (x) the date, if any, on which the Company became obligated to file Issuers shall have suspended the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases pursuant to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and 2 hereof for a period of time that exceeds 180 more than 60 days in the aggregate in any 12consecutive twelve-month period in which and be continuing to suspend the availability of the Shelf Registration Statement is required or (y) the Shelf Registration Statement shall cease to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light other than by action of the circumstances under which they were made not misleading, (2Issuers pursuant to the last paragraph of Section 2 hereof) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before without being replaced within 90 days by a replacement Shelf Registration Statement has become shelf registration statement that is filed and declared effective. Additional Interest shall will accrue on the Initial Securities over and above Notes, for the interest set forth in period from the title occurrence of the Securities from and including the date on which a Failure to Register (but only with respect to one Failure to Register at any particular time) until such Registration Default shall occur time as all Failures to but excluding the date on which all such Registration Defaults Register have been cured. Additional Interest shall accrue cured at a rate of per annum equal to 0.25% per annum while any Registration Default is continuingduring the first 90-day period following the occurrence of such Failure to Register, until all Registration Defaults have been cured. Following the cure which rate shall increase by 0.25% during each subsequent 90-day period, up to a maximum of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title 0.50% regardless of the Securities. In no event number of Failures to Register that shall the Company have occurred and be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiescontinuing.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events or developments with respect to the Company Issuers that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; providedevents or, howeverin the case of material developments that the Issuers determine in good faith must remain confidential for business reasons, the Issuers are proceeding promptly and in good faith to take such steps as are necessary so that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cureddevelopments need no longer remain confidential.
(c) Any amounts of Additional Interest due pursuant to clause (iSection 6(a)(i), (ii), (iiia)(ii) or (iv) of Section 6(aa)(iii) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”):":
(i) If by May 30, 1998 (or if such day is not a business day, the first business day thereafter) neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by September 27, 1998 (or if such day is not a business day, the first business day thereafter) neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesannum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivv) below a “Registration Default”):
(i) If on or prior to April 6, 2010, the Exchange Offer Registration Statement has not been filed with the Commission;
(ii) the Company is required to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement has not declared effective by been filed with the Commission on or prior to the 330th 60th day after the Issue Datedate on which the obligation to file such Shelf Registration Statement arises, determined in accordance with the terms of Section 2(a) above;
(iiiii) If on or prior to July 5, 2010, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become Statement, is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration StatementCommission;
(iiiiv) If the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective such effective, or, if obligated to file a Shelf Registration Statement thereafter ceases pursuant to be the terms of Section 2(a) above, the Shelf Registration Statement is not declared effective on or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation 60th day after the date of the Registered Exchange Offer (unless such ineffectiveness is cured within filing of the 330-day period described in Section 6(a)(i) above)Shelf Registration Statement; or
(ivv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) immediately below) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% $0.05 per annum while any week per $1,000 principal amount of the Transfer Restricted Securities for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional $0.05 per week per $1,000 principal amount of the Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the up to a maximum additional interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.0% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such material events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (ivv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying on the applicable Additional Interest rate by the principal amount basis of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such that Additional Interest rate was applicable during such period (determined is payable hereunder and on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (TransDigm Group INC)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivi) below being herein called a “Registration Default”):
(i) If if the Company fails to file the Exchange Offer Registration Statement is not declared effective by with the Commission on or prior to the 330th 180th day after the Issue Date;
(ii) If neither if the Registered Exchange Offer is not consummated within 360 days by the 300th day after the Issue Date;
(iii) if obligated to file a Shelf Registration Statement pursuant to Section 2(i), a Shelf Registration Statement is not declared effective by the Commission by the 300th day after the Issue Date;
(iv) if obligated to file a Shelf Registration Statement pursuant to Section 2(ii), (iii) or (iv), the Company fails to file the Shelf Registration Statement with the Commission on or prior to the later of the 180th day after the Issue Date norand the 30th day after the date on which the obligation to file a Shelf Registration Statement arises;
(v) if obligated to file a Shelf Registration Statement pursuant to Section 2(ii), if required in lieu thereof(iii) or (iv), the Shelf Registration Statement has become is not declared effective within 270 days after on or prior to the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Effectiveness Deadline; or
(iiivi) If if after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicableas the case may be, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, . Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or (3) involuntary or is beyond the Registration Statement has expired before control of the Company or pursuant to operation of law or as a replacement Shelf Registration Statement has become effectiveresult of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default is continuing, Default. The Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities1.0% per annum. In no event shall the Company be obligated to pay Additional Interest (i) for under more than one Registration Default under of the clauses in this Section 6(a) at any one timetime and, (ii) for in the case of a period of more than one year (or for such longer period as extended Shelf Registration, it is expressly understood that Additional Interest should be payable only with respect to Securities so requested to be registered pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities2 hereof.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that if (A) in any the case if of a Registration Default described in clause(i)(x), such Registration Default occurs for a continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in clause(i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any 12-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate 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 amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Metals USA Plates & Shapes Southcentral, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “"Registration Default”):":
(i) If by December 13, 2004, neither the Exchange Offer Registration Statement is not declared effective nor a Shelf Registration Statement has been filed with the Commission, then commencing on December 13, 2004, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the Commission on or prior to the 330th beginning of each subsequent 90-day after the Issue Dateperiod;
(ii) If by April 22, 2005, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 by the Commission, then, commencing on April 22, 2005, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days after the immediately following such date, if any, on which such Additional Interest rate increasing by an additional 0.25% per annum at the Company became obligated to file the Shelf Registration Statement;beginning of each subsequent 90-day period; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the date such registration statement ceases to be effective or ceases to be usable, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; provided, however, that Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (3i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed 0.50% per annum; provided, further, however, that upon the cessation of a Registration Statement has expired before Default pursuant to any of the foregoing clauses (i)-(iii), Additional Interest on the Notes as a replacement Shelf Registration Statement has become effectiveresult of such clause shall cease to accrue. Such Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to an Exchange Offer Registration Statement or the related prospectus or a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below below, a “"Registration Default”"):
(i) If by January 24, 2004 (or if such day is not a business day, the first business day thereafter) neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by April 24, 2004 (or if such day is not a business day, the first business day thereafter) neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein herein, in either case, during the period the applicable registration statement must remain effective under this Agreement, because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesannum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Amida Industries Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Company fails to file the Exchange Offer Registration Statement with the Commission on or prior to the 120th day after the Issue Date;
(ii) If the Exchange Offer is not consummated on or before the 300th day after the Issue Date;
(iii) If the Company is obligated to file a Shelf Registration Statement pursuant to clause (i) of Section 2 hereunder and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 330th 300th day after the Issue Date;
(iiiv) If neither the Registered Exchange Offer Company is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the obligated to file a Shelf Registration Statement has become effective within 270 days after the datepursuant to clause (ii), if any, on which (iii) or (iv) of Section 2 hereunder and the Company became obligated fails to file the Shelf Registration StatementStatement with the Commission on or prior to the Shelf Filing Date;
(v) If the Company is obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of Section 2 hereunder and the Shelf Registration Statement is not declared effective on or prior to the 40th day after the Shelf Filing Date; or
(vi) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or Statement becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.250.50% per annum while any (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of such Registration Default is continuingDefault. The Additional Interest Rate shall increase by an additional 0.50% per annum, with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title Rate of the Securities1.0% per annum. In no event shall the Company be obligated to pay Additional Interest (i) for all Registration Defaults under more than one Registration Default under of the clauses in this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash as provided in the Initial Securities on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 395 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.250.25 % per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):follows:
(i) If if the Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with the Commission by the earlier of (x) 90 days after the effectiveness of the Supplemental Indenture dated as of December 4, 2000 among the Issuers, the Additional Guarantors and the Trustee (the "Supplemental Indenture") and (y) the date of filing of a registration statement in respect of an initial public offering of common stock of the Company (other than a registration statement on Form S-8), then, commencing from and including the earlier of such dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed or a Shelf Registration is not declared effective by the Commission by the Initial Completion Deadline, then, commencing on the Initial Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all the Securities validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 30 business days after the Issue Date nordate on which the Exchange Offer Registration Statement was declared effective, or (B) if required in lieu thereofapplicable, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is been declared effective such Registration Statement thereafter and it ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to two years (or such later date if such two-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the consummation effectiveness of the Registered Exchange Offer Supplemental Indenture, then, Additional Interest shall be assessed on the Notes, commencing on (unless x) the 31st business day after such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days effective date in the aggregate in any 12-month period in which the Registration Statement is required to be effective case of (A) above, or (y) the day such Shelf Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such eventsB) above; provided, however, that (l) upon the filing of the Exchange Offer Registration Statement or the Shelf Registration Statement or the Initial Completion Deadline in any the case if such of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Default occurs Statement in the case of (ii) above, or (3) upon the exchange of Exchange Notes for a continuous period in excess of 30 days, Additional Interest shall be payable all the Securities validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the Shelf Registration Statement which has ceased to remain effective prior to two years (or such later date if such two-year period is extended pursuant to Section 3(j) above paragraph or such shorter period as is provided in Section 2(b)) from the day such Registration Default occurs until such Registration Default is cured.
effectiveness of the Supplemental Indenture in the case of (ciii) Any amounts of above, Additional Interest due pursuant to on the Notes as a result of such clause (i), (ii), ) or (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect shall immediately cease to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Defaultaccrue."
Appears in 1 contract
Samples: Registration Rights Agreement (Building Materials Investment Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below below, a “"Registration Default”"):
(i) If by September 22, 1997, neither the Exchange Offer Registration Statement is not declared effective by nor the Commission on or prior Shelf Registration Statement, each with respect to a series of Notes, has been filed with the 330th day after the Issue DateCommission;
(ii) If neither by February 3, 1998, the relevant Registered Exchange Offer is not consummated within 360 days after the Issue Date norand, if required in lieu thereof, the Shelf Registration Statement has become is not declared effective within 270 days after by the dateCommission, if any, on which the Company became obligated each with respect to file the Shelf Registration Statement;a series of Notes; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicableeach with respect to a series of Notes, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein(except as permitted in paragraph (b)); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial applicable Notes and any Private Exchange Securities exchanged therefor at a rate of 0.50% per annum (the "Additional Interest Rate") over and above the interest set forth in the title of the Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults as to the relevant Securities have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii6(a)(iii)(B) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such purported Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that if such purported Registration Default occurs in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or related prospectus usable.
(c) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such the Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Navigator Gas Iom I-E LTD)
Additional Interest Under Certain Circumstances. (ai) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed Notes will accrue as follows if any of the following events occur occurs (each such event identified in clauses clause (iA), (B) through or (ivC) below below, a “Registration Default”"Failure to Register"):
(iA) If by the 150th day after the date of the original issue of the Initial Notes (that date of issue, the "Closing Date"), neither the Exchange Offer Registration Statement is not declared effective nor a Shelf Registration Statement has been filed with the Commission;
(B) If by the Commission on or prior to the 330th 180th day after the Issue Closing Date;
(ii) If neither , the Registered Exchange Offer is not consummated within 360 days after the Issue Date norand, if required in lieu thereof, the Shelf Registration Statement has become is not declared effective within 270 days by the Commission; or
(C) If, after the date180th day after the Closing Date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective such effective, (1) that Registration Statement thereafter ceases to be effective prior to completion of the Exchange Offer or usable (except as permitted in paragraph (b) in connection with resales the sale of all the Transfer Restricted Securities) prior Notes registered pursuant to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in as the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereincase may be; or (B2) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Notes during the periods specified in the Registration Agreement (except as permitted in paragraph (bii) of this paragraph (e)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1x) any event occurs as a result of which the related prospectus forming part of such that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2y) it shall be necessary to amend such that Registration Statement or supplement the related prospectusStatement, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.or
Appears in 1 contract
Samples: First Supplemental Indenture (Cleveland Electric Illuminating Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”"REGISTRATION DEFAULT"):
(i) If by April 21, 1999 (90 days after the Issue Date), neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by July 20, 1999 (180 days after the Issue Date), neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after July 20, 1999, and after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) hereof in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities and the Private Exchange Notes over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum while any Registration Default is continuing, (the "ADDITIONAL INTEREST RATE") until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities or Private Exchange Notes or Exchange Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h3(f)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest Interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows provided in this Section 6 if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If by September 8, 2013, either the Exchange Offer Registration Statement is or any Shelf Registration Statement required to be filed pursuant to Section 2 of this Agreement has not declared effective by been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If neither by January 6, 2014, either the Registered Exchange Offer is has not been consummated within 360 days after the Issue Date noror, if any Shelf Registration Statement is required in lieu thereofto be filed pursuant to Section 2 of this Agreement, the such Shelf Registration Statement has become not been declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (bSection 6(c)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder; provided, or (3that no Registration Default shall be deemed to have occurred under this Section 6(a)(iii) the if such Exchange Offer Registration Statement has expired before a replacement or Shelf Registration Statement, as the case may be, is succeeded immediately by a post-effective amendment to such Registration Statement has become that is immediately declared effective. .
(b) Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to to, but excluding excluding, the date on which all such Registration Defaults have been cured. Additional Interest to each Holder of Initial Securities with respect to the first 90-day period immediately following the occurrence of the first Registration Default shall accrue at a rate per annum of 0.25%. The rate of the Additional Interest will increase by an additional 0.25% per annum while any Registration Default is continuing, with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaultscured (after which time Additional Interest will no longer accrue), the accrual up to a maximum amount of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth for all Registration Defaults of 1.0% per annum. Other than as described in the title of the Securities. In no event shall this Section 6(b), the Company be obligated to pay Additional Interest (i) shall have no other liability for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) monetary damages with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(bc) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(cd) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional If (i)(A) the Exchange Offer has not been consummated or (B) a Shelf Registration Statement has not been declared effective by the Commission, in each case, on or prior to the 180th day after the Qualified IPO Date, or (ii) if applicable, a Shelf Registration Statement has been declared effective but shall thereafter cease to be effective at any time (other than because of the sale of all of the Transfer Restricted Securities registered thereunder) (each such events a “Registration Default”), then additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any (which rate will be increased by an additional 0.25% per annum for each subsequent 90-day period that such Additional Interest continues to accrue; provided that the rate which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer) commencing on (x) the 181st day after the Qualified IPO Date, in the case of clause (i) above, or (y) the day such Shelf Registration Default is continuingceases to be effective in the case of clause (ii) above; provided, until however, that upon the exchange of the Exchange Securities for all Transfer Restricted Securities tendered, or upon the effectiveness of the applicable Shelf Registration Defaults have been cured. Following the cure of all Registration DefaultsStatement which has not become, the accrual of or had ceased to remain, effective, Additional Interest on the Initial Securities will 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 and the interest rate will revert to the applicable original rate set forth in the title accrue. Notwithstanding any other provisions of the Securities. In no event shall this Section 6, the Company shall not be obligated to pay Additional Interest provided in Section 6(a)(i)(B) and (ia)(ii) for more than one Registration Default under during a Shelf Suspension Period permitted by Section 2(b). The remedies set forth in this Section 6(a) at any one time, (ii) shall constitute liquidated damages and shall be the sole and exclusive remedy of the Holders for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for each and any Registration Default referred pursuant to this Agreement. No Holder of a Transfer Restricted Security who has not furnished information to the Company in accordance with Section 6(a)(iv)(B3(n) hereof shall be entitled to Additional Interest with respect to a Registration Statement or (iii) on any Default in connection with a Shelf Registration and no Holder who was eligible to exchange such Holder’s outstanding Securities that, at the time of the Registered Exchange Offer was pending and consummated and failed to validly tender such Registration Default, are not Transfer Restricted SecuritiesSecurities for exchange pursuant to the Registered Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Registered Exchange Offer is consummated.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y) of this Section 6(b), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”):":
(i) If by May 8, 1999 (or if such day is not a business day, the first business day thereafter) neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by September 5, 1999 (or if such day is not a business day, the first business day thereafter) neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If on or before the date that is 295 days after the issue date, the Exchange Offer has not been consummated or, if applicable, the Shelf Registration Statement is has not declared effective by the Commission on or prior to the 330th day after the Issue Datebecome effective;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or Statement becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective; provided, however, that none of (i) a Guarantor Restructuring Event, (ii) the exercise of any Swiss Resolution Power with respect to the Guarantor that requires or results in any write-down and cancellation and/or conversion into equity of the Guarantor of the entire, or a portion of, the principal amount of, and/or accrued interest on the Securities into equity of the Guarantor, (iii) the ordering of any Restructuring Protective Measures that require or result in the deferment of payment of principal and/or interest under the Securities and (iv) any consequences resulting from any of the foregoing, will be a Registration Default, in each case, as defined in each Indenture. Additional Interest shall accrue on the Initial Securities of a series over and above the interest set forth in the title of the such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue cured with respect to the first 90-day period immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum while any Registration Default is continuing, on the principal amount of such Securities. The amount of the Additional Interest will increase by an additional 0.25% per annum on the principal amount of such Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual up to a maximum amount of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title for all Registration Defaults of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.00% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesSecurities and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts Following the cure of all Registration Defaults, the accrual of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Defaultcease.
Appears in 1 contract
Samples: Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial New Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 180th day after the Issue Datedate hereof, or (B) Sections 2(iii)-(iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 180th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;date hereof; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial New Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of 0.25will be 0.50% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.50% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.50% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the New Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timerate, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities6.75%.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial New Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial New Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below being herein referred to as a “"Registration Default”"):
(i) If neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission on or before the 120th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or September 18, 1998;
(ii) the Registered Exchange Offer is not consummated on or before the 180th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or November 17, 1998;
(iii) if a Shelf Registration Statement is required to be filed under this Agreement, such Shelf Registration Statement is not declared effective by the Commission on or prior to before the 330th 210th day after the Issue Date;
Date (ii) If neither the Registered Exchange Offer or if such day is consummated within 360 days after the Issue Date nor, if required in lieu thereofnot a business day, the first business day thereafter), or December 17, 1998 (or, in the case of a Shelf Registration Statement has become effective within 270 days required to be filed in response to any change in applicable interpretation of the Commission, if later, on or before the 90th day after publication of such change); or
(iv) if a Shelf Registration Statement is required to be filed under this Agreement, and after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective and during the period that the Company is required to use its reasonable best efforts to keep the Shelf Registration Statement effective as provided in Section 2(a), such Shelf Registration Statement thereafter ceases to be effective or usable and continues not to be effective (except as permitted in paragraph (b) other than in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within Offer, as contemplated by the 330-day period described last sentence of Section 2(a)), or the Company shall have suspended and be continuing to suspend the availability of the prospectus contained in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 more than 30 days in the aggregate in any 12consecutive twelve-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effectiveperiod. Additional Interest shall accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have Default has been cured. Additional Interest shall accrue , at a rate of (a) prior to the 91st day of such period (for so long as such period is continuing), 0.25% per annum while any Registration Default and (b) thereafter (for so long as such period is continuing), until all 0.50% per annum. Any such Additional Interest shall not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum in the aggregate, regardless of the number of Registration Defaults that shall have been curedoccurred and be continuing. Following the cure of all Registration Defaults, the accrual of such Additional Interest on will cease. All Registration Defaults will be deemed cured upon consummation of the Initial Securities will cease and the interest rate will revert Exchange Offer. Notwithstanding anything to the applicable original rate contrary in this Section 6(a), the Company shall not be required to pay Additional Interest to any Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the title third to last paragraph of Section 1 or failed to provide the Securities. In no event shall the Company information required to be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timeprovided by it, (ii) for a period of more than one year (or for such longer period as extended if any, pursuant to Section 3(h3(n)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities that are Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is does not declared become effective by the Commission on or prior to the 330th 365th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated not completed within 360 35 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared becomes effective;
(iii) if required pursuant to Section 2, an effective such Shelf Registration Statement thereafter ceases is not made available by the later of (A) the 365th day following the Issue Date or (B) the 120th day following the date on which the requirement to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless make such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above)Shelf Registration Statement available arises; or
(iv) If after either (x) the Shelf Exchange Offer Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period prior to the completion of time that exceeds 180 days in the aggregate in any 12-month period in which Registered Exchange Offer, or (y) the Shelf Registration Statement is required to be declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) and the last paragraph of Section 2) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Transfer Restricted Securities from and including the date on which any such Registration Default shall occur to but excluding the earlier of (i) the date on which all such Registration Defaults have been curedcured and (ii) the date that is two years after the Issue Date. The rate of the Additional Interest shall accrue at a rate of will be 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of up to a maximum Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of 1.00% per annum, regardless of the Securities. In no event number of Registration Defaults that shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, have occurred and are not Transfer Restricted Securitiescontinuing.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until the earlier of (i) the date on which such Registration Default is curedcured and (ii) the date that is two years after the Issue Date. A Registration Default referred to in Section 6(a)(i) shall be deemed cured when the Exchange Offer Registration Statement becomes effective. A Registration Default referred to in Section 6(a)(ii) shall be deemed cured when the Registered Exchange Offer has been completed. A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(A) hereof shall be deemed cured in relation to a Shelf Registration Statement if (i) such Shelf Registration Statement was required to become effective because the Registered Exchange Offer was not consummated within 365 days of the Issue Date and (ii) the Registered Exchange Offer is thereafter consummated.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Beverage Packaging Holdings (Luxembourg) v S.A.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"):
(i) If by June 10, 1998, neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by September 8, 1998, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during (other than to the period required hereinextent permitted by Section 2(b)(II) or 3(b)(ii)-(v) hereof); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum, increasing by 0.50% per annum while any Registration Default at the end of each 90-day period thereafter, calculated on the principal amount of the Notes as of the day on which such interest is continuingpayable; provided, until all Registration Defaults have been cured. Following the cure of all Registration Defaultshowever, the accrual of that in no event shall such Additional Interest on exceed 1.00% per annum. Upon consummation of an Exchange Offer or the Initial Securities will cease and effectiveness of a Shelf Registration Statement, the interest rate of the Securities will revert to the applicable original rate rates respectively set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) a Suspension Period not to exceed 45 days in any 12-month period pursuant to Section 2(b) and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"):
(i) If by October 27, 1997, neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by January 23, 1998, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective such Registration Statement thereafter ceases (other than during a Suspension Period with respect to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the a Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during (unless all Securities have been previously exchanged or the period required hereinobligation to maintain the effectiveness of such Registration Statement has expired); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities Notes during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Securities Notes from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesannum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until to but excluding the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Giant Industries Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “"Registration Default”"):
(i) If the Exchange Offer Shelf Registration Statement is has not declared effective been filed with the Commission by the Commission on or prior to the 330th 270/th/ day after the Issue Closing Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become not been declared effective within 270 days by the Commission by the 360/th/ day after the date, if any, on which the Company became obligated to file the Shelf Registration StatementClosing Date;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases Issuers fail, with respect to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period a Holder that supplies a Notice and Questionnaire described in Section 6(a)(i2(a)(iii), to cause an amendment to the already effective Shelf Registration Statement to be filed or, if permitted by the Commission, to prepare a Prospectus supplement to the Shelf Registration Statement and distribute such supplement to Holders, in each case within the time period set forth in section 2(a)(iii) above)in order to name such Holder as an additional selling securityholder; or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in effective by the aggregate in any 12-month period in which the Registration Statement is required to be effective Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective during the period required herein; Shelf Registration Period or (B) such as specified in Section 2(h), the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Registrable Securities (as defined below) during the periods specified herein because either and the Issuers fail to (1) cure the Shelf Registration Statement within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, terminate the suspension period described in Section 2(h) by the 45/th/ day, 75/th/ day or the 90/th/ day, as applicable. Each of the foregoing will constitute a Registration Default whatever the reason for any such event occurs and whether it is voluntary or involuntary or is beyond the control of the Issuers or pursuant to operation of law or as a result of which any action or inaction by the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, Commission .
(2b) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Registrable Securities over and above (in addition to the interest set forth in the title of the Securities Initial Securities) from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.5% per annum while any Registration Default is continuingannum; provided, until all Registration Defaults have been cured. Following the cure of all Registration Defaultshowever, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth that in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for accrue under more than one Registration Default under this Section 6(aof the foregoing clauses (a)(i), (a)(ii), (a)(iii) or (a)(iv) at any one time, (ii) for . In the case of a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred described in clause (iii), the Issuers' obligation to pay Additional Interest extends only to the affected Registrable Securities. Other than the obligation of payment of any Additional Interest in Section 6(a)(iv)(B) accordance with the terms hereof, the Issuers will have no other liabilities for monetary damages with respect to a Registration Statement or (iii) on any its registration obligations. With respect to each Holder, the Issuers' obligations to pay Additional Interest remain in effect only so long as the Securities that, at held by the time of such Registration Default, Holder are not Transfer Restricted Registrable Securities.
(bc) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B5(a)(iv) hereof shall be deemed not to have occurred and be continuing continuing, and no Additional Interest shall accrue as a result thereof, in relation to a the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 daysdays beyond any permitted 45, 75 or 90 day suspension period (as provided by Section 2(h)), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(cd) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator actual number of days on which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Defaultaccrued during such period.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to all of the Initial Securities outstanding 7.25% Convertible Subordinated Debentures Due 2002 of the Company (the "Outstanding Debentures") shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"):
(i) If if within 120 days after the Exchange Offer Closing Date, the Shelf Registration Statement has not been filed with the Commission;
(ii) if within 180 days after the Closing Date, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;Commission; or
(iiiii) If neither the Registered Exchange Offer is consummated within 360 days if after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during before the period required hereinsecond anniversary of Closing Date (or, in the event that Rule 144(k) under the Act is amended to provide for a shorter holding period, until the end of such shorter period) or the date as of which all of the Securities and the Common Stock are sold pursuant to the Shelf Registration Statement; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.
(i) If the Company fails to comply with (a)(i) above, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities Outstanding Debentures over and above the interest set forth in the title of the Securities from and including Outstanding Debentures as follows: the per annum interest rate on the Outstanding Debentures will increase by 25 basis points, such increase remaining in effect until the date on which such Shelf Registration Statement is filed, on which date the interest rate on the Outstanding Debentures will revert to the interest rate originally borne by the Outstanding Debentures, plus any increase in such rate pursuant to (b)(ii) below.
(ii) If the Shelf Registration Default shall occur Statement is not declared effective as provided in (a)(ii) above, then, at such time and on each date that would have been the successive 30th day following such time, the per annum interest rate on the Outstanding Debentures (which interest rate will be the original interest rate on the Outstanding Debentures plus any incerease or increases in such interest rate pursuant to but excluding (b)(i) above and pursuant to this clause) will increase by an additional 25 basis points; provided, that the per annum interest rate will not increase by more than 50 basis points pursuant to this clause and and will not increase by more than 75 basis points pursuant to this clause and clause (b)(i) above. Such increase or increases will remain in effect until the date on which all such Shelf Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default Statement is continuingdeclared effective, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and which date the interest rate on the Outstanding Debentures will revert to the applicable original interest rate set forth in originally borne by the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or Outstanding Debentures.
(iii) If the Company fails to keep the Shelf Registration Statement continuously effective or usuable for the period specified in (a)(iii) above, then at such time as the Shelf Registration Statement is no longer effective or usuable, as the case may be, and on any Securities thateach date thereafter that is the successive 30th day subsequent to such time and until the earliest of (A) the date that the Shelf Registration Statement is again deemed effective or usable, at as the time case may be, (B) the date that is the second anniversary of the date of the Closing Date (or, in the event that Rule 144(k) under the 1933 Act is amended to provide for a shorter holding period, until the end of such shorter period) or (C) the date as of which all of the Securities and the Common Stock are sold pursuant to the Shelf Registration DefaultStatement, are the per annum interest rate on the Outstanding Debentures will increase by an additional 25 basis points; provided, however, that the per annum interest rate will not Transfer Restricted Securitiesincrease by more than 50 basis points pursuant to this clause (a)(iii).
(bc) A Registration Default referred to in Section 6(a)(iii6(a)(iii)(B) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 30-day period until the date on which such Registration Default is cured.
(cd) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesOutstanding Debentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesOutstanding Debentures, 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 amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If on or before the date that is 325 days after the issue date, the Exchange Offer has not been consummated or, if applicable, the Shelf Registration Statement is has not declared effective by the Commission on or prior to the 330th day after the Issue Datebecome effective;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or Statement becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, thereunder or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective; provided, however, that none of (i) a Guarantor Restructuring Event, (ii) the exercise of any Swiss Resolution Power with respect to the Guarantor that requires or results in any write-down and cancellation and/or conversion into equity of the Guarantor of the entire, or a portion of, the principal amount of, and/or accrued interest on the Securities into equity of the Guarantor, (iii) the ordering of any Restructuring Protective Measures that require or result in the deferment of payment of principal and/or interest under the Securities and (iv) any consequences resulting from any of the foregoing, will be a Registration Default, in each case, as defined in the Indenture. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue cured with respect to the first 90-day period immediately following the occurrence of the first Registration Default, at a rate of 0.25% per annum while any Registration Default is continuing, on the principal amount of such Securities. The amount of the Additional Interest will increase by an additional 0.25% per annum on the principal amount of such Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual up to a maximum amount of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title for all Registration Defaults of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities1.00% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesSecurities and in the same manner and to the same persons as ordinary interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts Following the cure of all Registration Defaults, the accrual of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Defaultcease.
Appears in 1 contract
Samples: Registration Rights Agreement (Credit Suisse Group Funding (Guernsey) LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”"):
(i) If the Exchange Offer any Shelf Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Dateapplicable Effectiveness Deadline;
(ii) If neither the Registered Exchange Offer has not been consummated on or prior to the date that is consummated within 360 240 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after the Exchange Offer any Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, effective and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Transfer Restricted Securities affected by a Registration Default over and above the interest set forth in the title of otherwise applicable to the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, to be increased by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest of 1.00% per annum. Following the cure of all Registration Defaults, the accrual of such Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiescease.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesTransfer Restricted Securities affected thereby. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesTransfer Restricted Securities affected by the Registration Default, 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 amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Education Management Corporation)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to June 17, 2014, or (B) Sections 2(iii)-(iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 180th day after the Issue Datedate on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days after the Issue Date noron or before June 17, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;2014; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective
(A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of 0.25will be 0.50% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.50% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.50% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes and the Exchange Notes. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timerate, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities9.75%.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to November 6, 2013, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 180th day after the Issue Datedate on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days after the Issue Date noron or prior to November 6, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;2013; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities Notes over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of 0.25will be 0.50% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.50% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.50% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Notes and the Exchange Notes. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timerate, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities8.875%.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):follows:
(i) If if the Exchange Offer Registration Statement is not filed with the Commission by the Filing Deadline, then, commencing on the Filing Deadline, Additional Inter- est shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not com- pleted or a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, com- mencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 30 business days after the Issue Date nordate on which the Exchange Offer Registration Statement was declared effective, or (B) if required in lieu thereofapplicable, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is been declared effective such Registration Statement thereafter and it ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared three years (or becomes automatically) effective, and for a such later date if such three-year period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h3(j) above or such shorter period as is provided in Section 2(b)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities thatDate, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof then Additional Inter- est shall be deemed not to have occurred and be continuing in relation to a Registration Statement or assessed on the related prospectus if (i) such Registration Default has occurred solely as a result of Notes commencing on (x) the filing 31st business day after such effective date in the case of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus (A) above, or (y) other material events with respect to the Company that would need day such Shelf Registration State- ment ceases to be described in such Registration Statement or the related prospectus and (ii) effective in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such eventsB) above; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in any the case if such of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Default occurs Statement in the case of (ii) above, or (3) upon the exchange of Exchange Notes for a continuous period all the Notes validly tendered in excess of 30 days, Additional Interest shall be payable in accordance accor- dance with the terms of the Registered Exchange Offer, or upon the effectiveness of the Shelf Registration Statement which has ceased to remain effective prior to three years (or such later date if extended pursuant to Section 3(j) above paragraph or such shorter period as is provided in Section 2(b)) from the day date of origi- nal issuance of the Notes in the case of (iii) above, Addi- tional Interest on the Notes as a result of such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) shall immediately cease to accrue.
(b) Any amount of Additional Interest due pursuant to clauses (i), (iiiii) or (iviii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Pay- ment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Initial Securitiesaccrue. The amount of Additional Interest Inter- est will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause .
(i)c) If the Company effects the Registered Exchange Offer, (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and the Company will be entitled to close the exclusive remedy, monetary or otherwise, available to any Holder Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with respect to any Registration Defaultthe terms of the Registered Exchange Offer.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 360th day after the Issue Date;, the Registered Exchange Offer is not consummated or
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared (or becomes automatically) effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for during a period of time that exceeds 180 days in the aggregate in any 12-month period in during which the Registration Statement it is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effectivebe. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title principal amount of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue Initial Securities, at a rate of 0.25% per annum while any for the first 90-day period, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period that such Additional Interest continues to accrue (provided, that the rate at which such Additional Interest accrues may in no event exceed 1.0% per annum) commencing on the 361st day after the Issue Date, in the case of (i) above, or the day such Shelf Registration Default Statement ceases to be effective during a period during which it is continuingrequired to be, until in the case of (ii) above; provided, that upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (i) above), or upon the effectiveness of a Shelf Registration Defaults have been cured. Following Statement that had ceased to remain effective (in the cure case of all Registration Defaultsclause (ii) above), the accrual of Additional Interest on the such Initial Securities will as a result of such clause shall cease and the interest rate will revert to the applicable original rate set forth accrue. The Company shall in the title of the Securities. In no event shall the Company be obligated required to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one given time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus prospectus, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (yx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Freescale Semiconductor Holdings I, Ltd.)
Additional Interest Under Certain Circumstances. (a) Additional Interest in addition to the stated interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”"):
(i) If by the 150th day following the date of original issuance of the Securities, the Exchange Offer Registration Statement is not declared effective by filed with the Commission on or prior to the 330th day after the Issue Date;
Commission; (ii) If by the 180th day following the date of original issuance of the Securities, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable nor (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to if the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period not permitted as described in Section 6(a)(iabove) above); or
(iv) If after the Shelf Registration StatementStatement is filed with the Commission; or (iii) by the 210th day following the date of original issuance of the Securities, if applicable, the Exchange Offer is declared (not consummated or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Shelf Registration Statement is required to be not declared effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleadingrespect thereto, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur occur, to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time principal amount of such Securities for each Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The aggregate amount of Additional Interest payable pursuant to the above provisions will be determined by multiplying the applicable Additional Interest rate by in no event exceed 0.25% per annum of the principal amount of the Initial SecuritiesSecurities which, multiplied by a fractionexcept as otherwise provided herein, 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 amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will shall be the sole and exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.remedy for such
Appears in 1 contract
Samples: Registration Agreement (Louis Dreyfus Natural Gas Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to all of the Initial Securities outstanding Notes (the "Outstanding Notes") shall be assessed as follows if any of the following events occur (each such event described in clauses (i) through (iviii) below being hereinafter sometimes called a “"Registration Default”"):
(i) If the Exchange Offer Registration Statement is not declared effective if by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date norMarch 16, if required in lieu thereof1999, the Shelf Registration Statement has become effective within 270 days after not been filed with the dateSEC;
(ii) if by April 14, if any1999, on which the Company became obligated to file the Shelf Registration Statement;Statement has not been declared effective by the SEC; or
(iii) If if after the Exchange Offer Shelf Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during before the period required hereinsecond anniversary of the Initial Closing Date (or, in the event that Rule 144(k) under the Securities Act is amended to provide for a shorter holding period, until the end of such shorter period) or the date as of which all of the Registrable Securities are sold pursuant to the Shelf Registration Statement or Rule 144; or (B) such Registration Statement or the related prospectus ceases to may no longer be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein used because either (1) any event occurs as a result of which the related prospectus Prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made made, not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or .
(3i) If the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. not been filed with the SEC within the time period described in clause (a)(i) above, Additional Interest shall accrue on the Initial Securities Outstanding Notes over and above the interest set forth in the title of the Securities from and including Outstanding Notes as follows: the per annum interest rate on the Outstanding Notes will increase by 25 basis points, such increase remaining in effect until the date on which such Shelf Registration Statement is filed, on which date the interest rate on the Outstanding Notes will revert to the interest rate originally borne by the Outstanding Notes, plus any increase in such rate pursuant to clause (b)(ii) below.
(ii) If the Shelf Registration Default shall occur Statement has not been declared effective by the SEC within the time period described in clause (a)(ii) above, then, at such time and on each date that is the successive 30th day following such time, the per annum interest rate on the Outstanding Notes (which interest rate will be the original interest rate on the Outstanding Notes plus any increase or increases in such interest rate pursuant to but excluding clause (b)(i) above and pursuant to this clause) will increase by an additional 25 basis points; provided, however, that the per annum interest rate may not increase by more than 75 basis points pursuant to this clause and may not increase by more than 100 basis points pursuant to this clause and clause (b)(i) above. Such increase or increases will remain in effect until the date on which all such Shelf Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default Statement is continuingdeclared effective, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and which date the interest rate on the Outstanding Notes will revert to the applicable original interest rate set forth originally borne by the Outstanding Notes, plus any Additional Interest that may be payable pursuant to clause (b)(iii) below.
(iii) If the Company fails to keep the Shelf Registration Statement continuously effective or usable for the period specified in clause (a)(iii) above, then at such time as the Shelf Registration Statement is no longer effective or usable, as the case may be, and on each date thereafter that is the successive 30th day subsequent to such time and until the earliest of (A) the date that the Shelf Registration Statement is again deemed effective or usable, as the case may be, (B) the date that is the second anniversary of the Closing Date (or, in the title event that Rule 144(k) under the Securities Act is amended to provide for a shorter holding period, until the end of such shorter period) and (C) the date as of which all of the Securities. In no event shall Registrable Securities have been sold pursuant to the Company be obligated to pay Additional Interest (i) for Shelf Registration Statement or Rule 144, the per annum interest rate on the Outstanding Notes will increase by 25 basis points; provided, however, that the per annum interest rate may not increase by more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended 100 basis points pursuant to Section 3(hthis clause (b)(iii).
(c) from Anything herein contained to the Issue Date for any contrary notwithstanding, a Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing suspension by the Company of a post-effective amendment to such the use of the Shelf Registration Statement to incorporate annual audited financial information with respect pursuant to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (yprovisions of Section 2(c) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedhereof.
(cd) Any amounts of Additional Interest due pursuant to clause (ib)(i), (ii), (iiib)(ii) or (ivb)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesOutstanding Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesOutstanding 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. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Noble International LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii)-(iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of 0.25will be 0.50% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.50% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.50% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timerate, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities9.25%.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”):" if:
(i) If by June 19, 1999 (or if such day is not a business day the first business day thereafter), neither the Exchange Offer Registration Statement is not declared effective by nor a Shelf Registration Statement has been filed with the Commission on or prior to the 330th day after the Issue DateCommission;
(ii) If by November 16, 1999 (or if such day is not a business day the first business day thereafter), neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as or permitted in paragraph (b)) of this Section 6 in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities and the Private Exchange Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.250.50% per annum while any Registration Default is continuing, (the "Additional Interest Rate") until all Registration Defaults have been cured. Following ; provided, however, that:
(i) no Holder of Securities who is not entitled to the cure benefits of all a Shelf Registration Defaults, Statement shall be entitled to receive additional interest by reason of a Registration Default that pertains to a Shelf Registration Statement; and
(ii) no Holder of Securities constituting an unsold allotment from the accrual original sale of Additional Interest on the Initial Securities will cease and the interest rate will revert or any other Holder of Securities who is entitled to the applicable original rate set forth in the title benefits of the Securities. In no event a Shelf Registration Statement shall the Company be obligated entitled to pay Additional Interest (i) for more than one receive additional interest by reason of a Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect that pertains to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted SecuritiesRegistered Exchange Offer.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the Company's failure to amend or supplement a Registration Statement during the period referred to and pursuant to the terms and conditions of the last sentence of Section 3(j), (y) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (yz) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (yz), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable Initial Securities or Private Exchange Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Marson Creative Fastener Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivvi) below a “"Registration Default”):":
(i) If the Company fails to file an Exchange Offer Registration Statement with the Commission on or prior to the 90th day after the Issue Date,
(ii) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 180th day after the Issue Date or, if filing a Shelf Registration Statement in the circumstances referenced in clause 2(i) above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;,
(iii) If if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); oreffective,
(iv) If if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 60th day (the "Shelf Filing Date") after the date on which the obligation to file a Shelf Registration Statement arises,
(v) if filing a Shelf Registration Statement in the circumstances referenced in clause 2(ii), (iii) or (iv) above, the Shelf Registration Statement is not declared effective on or prior to the 60th day after the Shelf Filing Date, or
(vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, if applicableas the case may be, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 2.0% per annum. Following the cure of all Registration Defaults, the accrual of Such Additional Interest on will be in addition to any other interest payable from time to time with respect to the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted SecuritiesExchange Notes.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th 360th day after the Issue Date;, the Registered Exchange Offer is not consummated or
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared (or becomes automatically) effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue relevant series, at a rate of 0.25% per annum while any for the first 90-day period, and such rate will increase by an additional 0.25% per annum with respect to each subsequent 90-day period that such Additional Interest continues to accrue (provided, that the rate at which such Additional Interest accrues may in no event exceed 1.0% per annum) commencing on the 361st day after the Issue Date, in the case of (i) above, or the day such Shelf Registration Default is continuingStatement ceases to be effective, until in the case of (ii) above; provided, that upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (i) above), or upon the effectiveness of a Shelf Registration Defaults have been cured. Following Statement that had ceased to remain effective (in the cure case of all Registration Defaultsclause (ii) above), the accrual of Additional Interest on the such Initial Securities will as a result of such clause shall cease and the interest rate will revert to the applicable original rate set forth accrue. The Company shall in the title of the Securities. In no event shall the Company be obligated required to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one given time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (xw) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (yx) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus prospectus, (y) the suspension of the effectiveness of such Registration Statement because of the existence of material events or developments with respect to the Company or any of its affiliates, the disclosure of which the Company determines in good faith would have a material adverse effect on its business, operations or prospects, or (z) the suspension of the effectiveness of such Registration Statement because the Company does not wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the case of clause (yx), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if (A) in the case of a Registration Default described in clause (i)(w), such Registration Default occurs for a continuous period in excess of 30 daysdays and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an aggregate of 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable (a) with regard to the Senior Toggle Notes, in the form elected by the Company for payment of interest pursuant to the applicable Indenture and (b) with respect to the other Notes, in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Freescale Semiconductor Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If August 20, 2016, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become is declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)by Section 6(b) hereof) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the principal amount of Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any for the first 90-day period immediately following the occurrence of a Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) by an additional 0.25% per annum with respect to each subsequent 90-day period, up to a Registration Statement or (iii) on any Securities that, at the time maximum Additional Interest rate of such Registration Default, are not Transfer Restricted Securities0.50% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through or (ivii) below a “Registration Default”):
(i) If by 270 days after the Issue Date, either the Registered Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date noror, if required in lieu thereof, the Shelf Registration Statement has become is not declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following for the cure of all Registration Defaults, first 90 day period after such date and thereafter it will be increased by an additional 0.25% for each subsequent 90 day period that elapses provided that the accrual of Additional Interest on the Initial Securities will cease and the aggregate increase in such annual interest rate will revert to the applicable original rate set forth may in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesexceed 0.5% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers and the Guarantors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company Issuers and the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash in arrears on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Knology of Augusta, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities New Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i(i) through (iv(iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b(b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (BA) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b(b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (21) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (31) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities New Notes over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities New Notes will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)3(f) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii6(a)(iii) or Section 6(a)(iv)(B6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i(i), (ii(ii), (iii(iii) or (iv(iv) of Section 6(a6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNew Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNew 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. Any amounts of Additional Interest due pursuant to clause (i(i), (ii(ii), (iii(iii) or (iv(iv) of section 6(aSection 6(a) above will constitute liquated liquidated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”):
(i) If the Exchange Offer obligated to file a Shelf Registration Statement is pursuant to (A) Sections 2(i)-(ii) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 330th 365th day after the Issue Date, or (B) Sections 2(iii-iv) above, the Shelf Registration Statement has not been declared effective by the Commission (or become effective automatically) on or prior to the 180th day after the date on which the Shelf Registration Statement is required to be filed;
(ii) If neither the Registered Exchange Offer is has not been consummated within 360 days on or before the 365th day after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Date; or
(iii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinperiods specified in Sections 1 and 2, as applicable; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph subsection (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. In the event such Registration Defaults are not previously cured, all Registration Defaults shall be cured on the date that each Security is no longer a Transfer Restricted Security. The rate of the Additional Interest shall accrue at a rate of 0.25will be 0.50% per annum while any year for the first 90-day period immediately following the occurrence of a Registration Default is continuingDefault, and such rate will increase by an additional 0.50% per year with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest rate of 1.50% per year. The Issuer will pay such Additional Interest on regular interest payment dates. Such Additional Interest will be in addition to any other interest payable from time to time with respect to the Initial Securities and the Exchange Securities. The Company will not be required to pay Additional Interest for more than one Registration Default at any given time. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one timerate, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities8.875%.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 60 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs would have been deemed to occur but for this Section 6(b) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Halcon Resources Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 395 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following the cure of all Registration Defaults, the accrual of Additional Interest on the Initial Securities will cease and the interest rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securities.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events with respect to the Company that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through or (ivii) below a “Registration Default”):
(i) If by 365 days after the Issue Date, either the Registered Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date noror, if required in lieu thereof, the Shelf Registration Statement has become is not declared effective within 270 days after by the date, if any, on which the Company became obligated to file the Shelf Registration Statement;Commission; or
(iiiii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, Statement is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereineffective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum while any Registration Default is continuing, until all Registration Defaults have been cured. Following for the cure of all Registration Defaults, first 90 day period after such date and thereafter it will be increased by an additional 0.25% for each subsequent 90 day period that elapses provided that the accrual of Additional Interest on the Initial Securities will cease and the aggregate increase in such annual interest rate will revert to the applicable original rate set forth may in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesexceed .5% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers and the Guarantors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company Issuers and the Guarantors that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash in arrears on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (Valley Telephone Co., LLC)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through and (ivii) below a “"Registration Default”):":
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If December 2, 2022, neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statementeffective;
(iiiii) If after either the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or Statement becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required hereinor is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, in each case following December 2, 2022. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured. Additional Interest shall accrue , at a rate of 0.25% per annum, plus an additional 0.25% per annum while from and during any period in which a Registration Default is continuinghas continued for more than 90 days, until all Registration Defaults have been curedup to a maximum rate of 0.50% per annum. Following the cure of all Registration Defaults, the accrual of In no event will Additional Interest accrue on the Initial Securities will cease and the interest at a rate will revert to the applicable original rate set forth in the title of the Securities. In no event shall the Company be obligated to pay Additional Interest (i) for more than one Registration Default under this Section 6(a) at any one time, (ii) for a period of more than one year (or for such longer period as extended pursuant to Section 3(h)) from the Issue Date for any Registration Default referred to in Section 6(a)(iv)(B) with respect to a Registration Statement or (iii) on any Securities that, at the time of such Registration Default, are not Transfer Restricted Securitiesexceeding 0.50% per annum.
(b) A Registration Default referred to in Section 6(a)(iii) or Section 6(a)(iv)(B6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 30 days, 90 days (whether or not consecutive) during any 365 day period Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of section 6(a) above will constitute liquated damages and will be the exclusive remedy, monetary or otherwise, available to any Holder with respect to any Registration Default.
Appears in 1 contract
Samples: Registration Rights Agreement (American Express Co)
