Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”): (i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or (ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities. (b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction. (c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 20 contracts
Samples: Registration Rights Agreement (Sabine Pass Liquefaction, LLC), Registration Rights Agreement (Cheniere Energy Partners, L.P.), Registration Rights Agreement (Cheniere Corpus Christi Holdings, LLC)
Additional Interest Under Certain Circumstances. (a) Additional If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date, additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Initial Securities or the Exchange Securities, as applicable, shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iivi) below, below a “Registration Default”):
(i) The if the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 400th day after the Issue Date; or;
(ii) If, pursuant to if the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has been filed, but is not been declared effective by the Commission on or prior to the 360th 490th day after the Issue Date or, Date;
(iii) if the Registered Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective;
(iv) if obligated to file the Shelf Registration Statement pursuant to the provisions of Section 2 hereof, the Company is required 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 with respect arises (but no earlier than 400 days after the Issue Date),
(v) if obligated to any unsold allotment file a Shelf Registration Statement pursuant to the provisions of Initial Securities held by any Initial PurchaserSection 2 hereof, the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 90th day after the later Shelf Filing Date (but no earlier than 490 days after the Issue Date); or
(vi) if required to be filed pursuant to the provisions of Section 1 or Section 2 hereof, after the Registration Statement is declared (or becomes automatically) effective, such Registration Statement thereafter ceases to be (A) the 360th day after the Issue Date and effective or (B) usable (except, in the 180th day after latter case, as permitted in paragraph (b) of this Section 6) in connection with resales of Transfer Restricted Securities during the date on periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Initial Purchaser requests that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the Company file 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) such Registration Statement is a Shelf Registration Statement with respect to such Initial Securitiesthat has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities or the Exchange Securities, as applicable, 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, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of 1.00% per annum. The Company shall be required to pay Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesonly one Registration Default at a time, regardless of how many Registration Defaults have occurred and are continuing.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (A) (i) such Registration Default has occurred solely as a result of action taken (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 or (B) the Company has provided a Suspension Notice pursuant to Section 3(j) hereof on the basis of a determination pursuant to the second sentence of such Section 3(j) with respect to such Shelf Registration Statement or related prospectus (any such Suspension Notice a “Determination Suspension Notice”), so long as (x) the Company does not taken by suspend such Shelf Registration Statement pursuant to a Determination Suspension Notice more than twice in any period of 12 consecutive months, (y) no such suspension exceeds 60 days and (z) such suspensions do not exceed 90 days in the Commission that is arbitraryaggregate in any consecutive twelve month period; provided, capricioushowever, an abuse that, in the case of discretion or otherwise not clause (A), if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to any of clauses (i) through (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities or the Exchange Securities, as applicable, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), ) and the denominator of which is 360.
Appears in 4 contracts
Samples: Registration Rights Agreement (Credit Acceptance Corp), Registration Rights Agreement (Credit Acceptance Corp), Registration Rights Agreement (Credit Acceptance Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial Securities (and the “Additional Interest”) Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i1) and through (ii3) below, below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i1) The if by the Filing Deadline, the Exchange Offer Registration Statement has not been completed on or prior filed with the Commission with respect to the 360th day after the Issue Date; orRegistered Exchange Offer,
(ii2) If, pursuant to if by the terms of Section 2 aboveEffectiveness Deadline, the Company is required to file a Shelf Exchange Offer Registration StatementStatement has not been declared effective or if by the Consummation Deadline, the Shelf Registration Statement has not been declared effective or the Registered Exchange Offer has not been consummated,
(3) if by the Commission on or prior to Effectiveness Deadline, the 360th day after the Issue Date or, if the Company is required to file a Shelf Exchange Offer Registration Statement with respect to any unsold allotment of Initial Securities held has been declared effective, or if by any Initial Purchaserthe Consummation Deadline, the Shelf Registration Statement has not been declared effective by but:
(a) such registration statements cease to be effective, prior to expiration of the Commission by time periods described in Sections 1 and 2, if so required, or
(b) such registration statements cease to be useable in connection with resales of Securities prior to expiration of the later of (A) the 360th day after the Issue Date time periods described in Sections 1 and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 2, if so required, 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 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, as follows: with respect to at a rate of 0.25% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults Rate of 0.500.5% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(3) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Offerors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken by (y) other material events, with respect to the Commission Offerors that is arbitrarywould need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), capriciousthe Offerors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, an abuse however, that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs (without regard to the foregoing clauses in this paragraph) until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash the same manner as specified in the Indenture for the payment of interest on the Securities on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities or Private Exchange Securities, as the case may be, and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 3 contracts
Samples: Registration Rights Agreement (Bottling Group LLC), Registration Rights Agreement (Pepsi Bottling Group Inc), Registration Rights Agreement (Bottling Group LLC)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to If: (i) the Initial Securities Exchange Offer Registration Statement (or, if required, the “Additional Interest”Shelf Registration Statement) shall be assessed as follows is not filed on or before the date that is 180 days after the Issue Date; or (ii) the Registered Exchange Offer is not completed (or, if any of required, the following events occur Shelf Registration Statement is not declared (or does not become automatically) effective) on or before the date that is 360 days after the Issue Date (each such event referred to in clause (i) and (ii) below), a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If), pursuant to the terms of Section 2 above, then the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment will pay each Holder of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest shall accrue on the Initial Securities over and above the interest set forth Notes liquidated damages in the title form 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid additional interest in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and Notes held by such Holder, with respect to each subsequent 90-day period until all the first 90 days after the date of the Registration Defaults have been cured, Additional Interest will increase Default (which rate shall be increased by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first each subsequent 90-day period immediately following that such liquidated damages continue to accrue) in each case until the occurrence Registration Default no longer exists; provided, however, that at no time shall the amount of liquidated damages accruing exceed in the aggregate 1.0% per annum. Upon filing of the first Exchange Offer Registration Default. Following Statement (or, if required, the cure Shelf Registration Statement) in the case of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuingclause (i), and or the Company shall have no obligation to pay Additional Interest as a result completion of such Registration Defaultthe Registered Exchange Offer (or, if such required, the effectiveness of the Shelf Registration Default has occurred solely as a result of action taken Statement or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not termination thereof in accordance with law within the meaning of registration rights agreement), in the federal Administrative Procedure Act, as amended, as determined by a final order case of a court of competent jurisdictionRegistration Default referred to in clause (ii), liquidated damages described in this Section 6 will cease to accrue.
(cb) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial 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. The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive remedy of the Holders for any such Registration Default and the failure of the Company to comply with its obligtions under Section 1 and Section 2. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder that is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.
Appears in 2 contracts
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc), Registration Rights Agreement (Carrizo Oil & Gas Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiv) below, below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i) The Exchange Offer has any Registration Statement required by this Agreement is not been completed filed with the Commission on or prior to the 360th day after the Issue Date; orapplicable Filing Deadline;
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf any Registration Statement has required by this Agreement is not been declared effective by the Commission on or prior to the 360th day applicable Effectiveness Deadline;
(iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or
(iv) any Registration Statement is declared effective within 270 days after the Issue Closing Date or(or in the case of Shelf Registration Statement to be filed in response to any change in law or applicable interpretations thereof, if within 60 days after the publication of the change in law or interpretation) but shall thereafter cease to be effective (at any time that the Company is required obligated to file a Shelf maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement with respect filed and declared 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 unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective action or inaction by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial SecuritiesCommission. 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, as follows: with respect to at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to 0.25additional 0.50% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults Rate of 0.502.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (On Semiconductor Corp), Registration Rights Agreement (On Semiconductor Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) Ifif, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cheniere Energy, Inc.), Registration Rights Agreement (Cheniere Energy Partners, L.P.)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect In the event that:
(i) the Registered Exchange Offer has not been consummated within 365 days after the Completion Date;
(ii) if a Shelf Registration Statement required to be filed under Section 2 hereof, such Shelf Registration Statement is not declared effective within 90 days following the Initial Securities date on which the obligation to file the Shelf Registration Statement arises; or
(the “Additional Interest”iii) shall be assessed as follows if any Shelf Registration Statement is required by Section 2 hereof is filed and declared effective, and during the period the Company is required to use its commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, (x) the Company shall have suspended the Shelf Registration Statement pursuant to Section 2 hereof for more than 60 days in the aggregate in any consecutive 12 month period and be continuing to suspend the availability of the following events occur Shelf Registration Statement or (y) the Shelf Registration Statement shall cease to be effective without being replaced within 90 days by a Shelf Registration Statement that is filed and declared effective (each such event referred to in clause clauses (i) and through (ii) belowiii), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If), pursuant to the terms of Section 2 abovethen, the Company is required to file a Shelf as liquidated damages for such Registration StatementDefault, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest additional interest shall accrue on the Initial Transfer Restricted Securities over and above for 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 Period (but excluding the date on which all such Registration Defaults have been cured, as follows: only with respect to the first 90-day period immediately following the occurrence of the first one Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period Default at any particular time) until such time as all Registration Defaults have been curedcured at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, Additional Interest will which rate shall increase by an additional 0.25% per annum with respect to such periodsduring each subsequent 90-day period, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum regardless of the principal amount number of Initial Securities for Registration Defaults that shall have occurred and be continuing (any period after such additional interest, “Special Interest”). Any such Special Interest will be paid in the first 90-day period immediately same manner and on the same dates as interest payments in respect of Transfer Restricted Securities. Immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating Defaults, the accrual of Special Interest will cease. A Registration Default under clause (ii) or (iii) will be deemed cured upon consummation of the Registered Exchange Offer in the case of a Shelf Registration Statement required to any Initial Securities, Additional Interest shall cease be filed due to accrue with respect a failure to such securitiesconsummate the Registered Exchange Offer within the required time period.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iii)(y) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Special Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Special Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Special Interest will be determined by multiplying the applicable Additional Special Interest rate by the principal amount of the Transfer Restricted SecuritiesSecurities on which it is to be paid, multiplied by a fraction, the numerator of which is the number of days such Additional Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (Warner Music Group Corp.), Registration Rights Agreement (Warner Music Group Corp.)
Additional Interest Under Certain Circumstances. (a) Additional If any Transfer Restricted Securities other than Exchange Securities remain outstanding on the date falling 400 days after the Issue Date, additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Initial Securities or the Exchange Securities, as applicable, that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iivi) below, below a “Registration Default”):
(i) The if the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 400th day after the Issue Date; or;
(ii) If, pursuant to if the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has been filed, but is not been declared effective by the Commission on or prior to the 360th 490th day after the Issue Date or, Date;
(iii) if the Registered Exchange Offer is not consummated on or before the 30th business day after the Exchange Offer Registration Statement is declared effective;
(iv) if obligated to file the Shelf Registration Statement pursuant to the provisions of Section 2 hereof, the Company is required 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 with respect arises (but no earlier than 400 days after the Issue Date),
(v) if obligated to any unsold allotment file a Shelf Registration Statement pursuant to the provisions of Initial Securities held by any Initial PurchaserSection 2 hereof, the Shelf Registration Statement has does not been become effective on or prior to the 90th day after the Shelf Filing Date (but no earlier than 490 days after the Issue Date); or
(vi) if required to be filed pursuant to the provisions of Section 1 or Section 2 hereof, after the Registration Statement is declared effective by the Commission by the later of (or becomes automatically) effective, such Registration Statement thereafter ceases to be (A) the 360th day after the Issue Date and effective or (B) usable (except, in the 180th day after latter case, as permitted in paragraph (b) of this Section 6) in connection with resales of Transfer Restricted Securities during the date on periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Initial Purchaser requests that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the Company file 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) such Registration Statement is a Shelf Registration Statement with respect to such Initial Securitiesthat has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities or the Exchange Securities, as applicable, that are Transfer Restricted 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, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of 1.00% per annum. The Company shall be required to pay Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesonly one Registration Default at a time, regardless of how many Registration Defaults have occurred and are continuing.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (A) (i) such Registration Default has occurred solely as a result of action taken or not taken by (x) the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order filing of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant post-effective amendment to Section 6(a) above will be payable in cash on the regular interest payment dates such Shelf Registration Statement to incorporate annual audited financial information with respect to the Transfer Restricted Securities. The amount of Additional Interest will Company where such post-effective amendment is not yet effective and needs to be determined by multiplying declared effective to permit Holders to use the applicable Additional Interest rate by the principal amount of the 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.related prospectus or
Appears in 1 contract
Samples: Registration Rights Agreement (Credit Acceptance Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiiv) below, below a “Registration Default”):
(i) The Exchange Offer has not been completed Company fails to file any Registration Statement required by this Agreement to be filed with the Commission on or prior to before the 360th day after the Issue Date; ordate specified in this Agreement;
(ii) If, pursuant to the terms of Section 2 above, Any Registration Statement filed by the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after Effectiveness Target Date;
(iii) The Company fails to consummate the Issue Date Exchange Offer within 30 business days of the Exchange Offer Effectiveness Target Date; or, if
(iv) Any Registration Statement filed by the Company is required becomes effective but thereafter ceases to file a Shelf Registration Statement be effective or usable in connection with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title resales of the Initial Transfer Restricted Securities from and including during the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, as follows: with periods specified in this Agreement. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% $.05 per annum of the week per $1,000 principal amount of Initial Transfer Restricted Securities; and . The amount of the Additional Interest will increase by an additional $.05 per week per $1,000 principal amount of Transfer Restricted Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% $.30 per annum of the week per $1,000 principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Transfer Restricted Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to clauses (i) - (iv) of Section 6(a) above will be payable in cash on the regular next scheduled interest payment dates with respect date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of Certificated Notes by wire transfer to the Transfer Restricted Securities. The amount of Additional Interest will be determined accounts specified by multiplying the applicable Additional Interest rate them or by the principal amount of the Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days mailing checks to their registered addresses if no 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 360accounts have been specified.
Appears in 1 contract
Samples: Registration Rights Agreement (Angiotech Pharmaceuticals Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiv) below, below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the first date of original issue of the Initial Securities; or
(iii) the Company fails with respect to a Holder that supplies the Notice and Questionnaire described in Paragraph 2(m) to amend or supplement the Registration Statement in the manner set forth in 2(m); provided that such assessment shall be paid only to such Holder and directly to such Holder; or
(iv) the Shelf Registration Statement is declared effective, and such Shelf Registration Statement ceases to be effective or fails to be usable in connection with resales of Initial Securities and the Transfer Restricted Securities issuable upon the conversion of the Initial Securities in accordance with and during the periods specified in this Agreement and (A) the 360th day after Company does not cure the Issue Date and Shelf Registration Statement within fifteen business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (B) the 180th day after the date on which such Initial Purchaser requests that if applicable, the Company file does not terminate the suspension period described above by the 45th or 90th day, as the case may be. Each of the foregoing will constitute a Shelf Registration Statement with respect 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 such Initial Securitiesoperation of law or as a result 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") (or an equivalent amount of any Common Stock issued upon conversion of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest ). In the case of a registration default described in clause (iii) the Company's obligation to pay additional interest extends only to the affected Initial Securities. The Company shall cease to accrue have no other liabilities for monetary damages with respect to such securitiesits registration obligations. With respect to each Holder, the Company's obligations to pay additional interest remain in effect only so long as the Initial Securities and the Common Stock issuable upon the conversion of the Initial Securities held by the Holder are Transfer Restricted Securities within the meaning of this Agreement.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken (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 the Shelf Registration Statement and related prospectus to describe such events as required by the Commission paragraph 2(h) hereof; provided, however, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 30 days, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Skyworks Solutions Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to If: (i) the Initial Securities Exchange Offer Registration Statement (or, if required, the “Additional Interest”Shelf Registration Statement) shall be assessed as follows is not filed on or before the date that is 180 days after the Issue Date; or (ii) the Registered Exchange Offer is not completed (or, if any of required, the following events occur Shelf Registration Statement is not declared (or does not become automatically) effective) on or before the date that is 270 days after the Issue Date (each such event referred to in clause (i) and (ii) below), a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If), pursuant to the terms of Section 2 above, then the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment will pay each Holder of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest shall accrue on the Initial Securities over and above the interest set forth Notes liquidated damages in the title form 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid additional interest in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and Notes held by such Holder, with respect to each subsequent 90-day period until all the first 90 days after the date of the Registration Defaults have been cured, Additional Interest will increase Default (which rate shall be increased by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first each subsequent 90-day period immediately following that such liquidated damages continue to accrue) in each case until the occurrence Registration Default no longer exists; provided, however, that at no time shall the amount of liquidated damages accruing exceed in the aggregate 1.0% per annum. Upon filing of the first Exchange Offer Registration Default. Following Statement (or, if required, the cure Shelf Registration Statement) in the case of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuingclause (i), and or the Company shall have no obligation to pay Additional Interest as a result completion of such Registration Defaultthe Registered Exchange Offer (or, if such required, the effectiveness of the Shelf Registration Default has occurred solely as a result of action taken Statement or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not termination thereof in accordance with law within the meaning of registration rights agreement), in the federal Administrative Procedure Act, as amended, as determined by a final order case of a court of competent jurisdictionRegistration Default referred to in clause (ii), liquidated damages described in this Section 6 will cease to accrue.
(cb) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial 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. The obligation of the Company to pay Additional Interest in the case of any Registration Default shall be the sole and exclusive remedy of the Holders for any such Registration Default and the failure of the Company to comply with its obligtions under Section 1 and Section 2. Notwithstanding anything to the contrary herein, (i) the amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and (ii) a Holder that is not entitled to the benefits of the Shelf Registration Statement shall not be entitled to Additional Interest with respect to any Registration Default that pertains to the Shelf Registration.
Appears in 1 contract
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (and the “Additional Interest”) Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below a “"Registration Default”"):
(i) The If, on August 9, 1999 (90 days after the issue date of the Initial Securities), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been completed on or prior to filed with the 360th day after the Issue Date; orCommission;
(ii) If, pursuant on November 8, 1999 (180 days after the issue date of the Initial Securities), neither the Registered Exchange Offer is consummated with respect to the terms all Initial Securities tendered as of Section 2 abovesuch date nor, the Company is if required to file a Shelf Registration Statementin lieu thereof, the Shelf Registration Statement has not been is declared effective by the Commission on or prior to Commission; or
(iii) If after November 8, 1999, and after either the 360th day after the Issue Date or, if the Company is required to file a Shelf Exchange Offer Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, or the Shelf Registration Statement has not been is declared effective by the Commission by the later of (A) such Registration Statement thereafter ceases to be effective, except, in the 360th day after case of the Issue Date and Exchange Offer Registration Statement, following the consummation of the Exchange Offer with respect to all Securities tendered in connection therewith prior to the expiration of the Exchange Offer or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable in connection with respect 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 Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 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 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, as follows: with respect to at a rate of 0.50% per annum (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to 0.25additional 0.50% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults Rate of 0.502.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; PROVIDED, capriciousHOWEVER, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 45 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities or Private Exchange Notes, 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Interactive Media Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause If (i) and (ii) below, a “any Registration Default”):
(i) The Exchange Offer has Statement required by this Agreement is not been completed filed with the Commission on or prior to the 360th day after the Issue Date; or
applicable Filing Deadline, (ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to the 360th day after applicable Effectiveness Deadline or (iii) the Issue Date orExchange Offer has not been Consummated on or prior to the Consummation Deadline (each such event referred to in clauses (i) through (iii), if a "REGISTRATION DEFAULT"), then the Company is required Issuer hereby agrees to file a Shelf Registration Statement pay additional interest ("ADDITIONAL INTEREST") with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial SecuritiesBonds. Additional Interest shall accrue on the Initial Securities Bonds over and above the interest set forth in the title of the Initial Securities Bonds from and including the date on which any such Registration Default shall occur to occur, but excluding the date on which all such Registration Defaults have been cured, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum regardless of the principal amount number of Initial Securities for any period after Registration Defaults (the first 90-day period immediately following "ADDITIONAL INTEREST RATE"). Notwithstanding anything to the occurrence contrary set forth herein, (1) upon filing of the first Exchange Offer Registration Default. Following Statement (and/or, if applicable, the cure Shelf Registration Statement), in the case of all (i) above, (2) upon the effectiveness of the Exchange Offer Registration Defaults relating to any Initial SecuritiesStatement (and/or, if applicable, the Shelf Registration Statement), in the case of (ii) above or (3) upon Consummation of the Exchange Offer, in the case of (iii) above, Additional Interest shall cease to accrue payable with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest Transfer Restricted Securities as a result of such Registration Defaultclause (i), if such Registration Default has occurred solely as a result of action taken (ii) or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act(iii), as amendedapplicable, as determined by a final order of a court of competent jurisdiction.
(c) shall cease. Any amounts of Additional Interest due pursuant to this Section 6(a) above will 5 shall be payable in cash on the regular interest payment payments dates with respect to the Transfer Restricted SecuritiesBonds. The amount of Additional Interest will shall be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Securities, Bonds 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.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiiv) below, below a “Registration Default”)::
(i) The Exchange Offer if the Shelf Registration Statement has not been completed on or prior to filed with the 360th Commission by the 120th day after the Issue First Closing Date; or;
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, if the Shelf Registration Statement has not been declared or otherwise become effective by the Commission on or prior to the 360th 210th day after the Issue Date or, First Closing Date;
(iii) if the Company is required fails to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, amend or supplement the Shelf Registration Statement in a timely manner in order to name additional selling securities holders, with respect to a Holder that has not supplied the questionnaire attached as Annex A to the Offering Memorandum; or
(iv) if after the Shelf Registration Statement been declared or otherwise becomes effective by the Commission by the later of (A) the 360th day after the Issue Date and such Shelf Registration Statement thereafter ceases to be effective (without being succeeded immediately by a replacement shelf registration statement); or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related Prospectus ceases to be usable (except as permitted in Section 2(b)) in connection with respect resales of Transfer Restricted Securities (as defined in (d) below) and in accordance with and during the periods specified herein and (X) the Shelf Registration Statement is not cured within 15 days by a post-effective amendment or the filing of a report filed pursuant to such Initial Securitiesthe Exchange Act or (Y) the suspension is not terminated by the 45th or 120th day provided for in Section 2(h), as the case may be. 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 curedcured or the Shelf Registration Statement is no longer required to be kept effective, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following 90 days after the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of registration default and at the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum thereafter. No additional interest will accrue on any shares of common stock into which notes have been converted. With respect to each Holder, the Company’s obligations to pay additional interest shall remain in effect only so long as the Initial Securities and the Common Stock issuable upon the conversion of the principal amount of Initial Securities for any period after held by the first 90-day period immediately following Holder are Transfer Restricted Securities within the occurrence meaning of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesthis Agreement.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iv) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 Prospectus or not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related Prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 15 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Actday such Registration Default occurs, as amended, as determined by a final order of a court of competent jurisdictionuntil such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Kulicke & Soffa Industries Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial Securities (and the “Additional Interest”) Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iivi) below, below a “Registration Default”"REGISTRATION DEFAULT"):
(i) The If by May 1, 2001, the Exchange Offer Registration Statement has not been completed on or prior to filed with the 360th day after the Issue Date; orCommission;
(ii) IfIf by June 30, pursuant to 2001, neither the terms of Section 2 aboveRegistered Exchange Offer is declared effective under the Securities Act nor, if required in lieu thereof, the Shelf Registration Statement is declared effective by the Commission;
(iii) If the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(iv) If the Company is required obligated to file a the Shelf Registration Statement, the Company fails to file the Shelf Registration Statement has not been declared effective by with the Commission on or prior to the 360th 30th day after the Issue Date or, if date (the Company is required "SHELF FILING DATE") on which the obligation to file a Shelf Registration Statement with respect arises;
(v) If the Company is obligated to any unsold allotment of Initial Securities held by any Initial Purchaserfile a Shelf Registration Statement pursuant to Section 2(a)(2) above, the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by the later of (A) the 360th 60th day after the Issue Date and Shelf Filing Date; or
(Bvi) After the 180th day after Exchange Offer Registration Statement or the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement, as the case may be, is declared effective, such Registration Statement with respect thereafter ceases to such Initial Securitiesbe effective or usable (except as permitted in paragraph (b)). 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 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, as follows: with respect to at a rate of 0.50% per year (the "ADDITIONAL INTEREST RATE") for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall 13 14 increase by an amount equal to 0.25additional 0.50% per annum of the principal amount of Initial Securities; and year with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults Rate of 0.502.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesyear.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday following such 30 day period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Fairchild Semiconductor International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (the “Additional Interest”) that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (ii) below, below being herein referred to as a “"Registration Default”"):
(i) The neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been completed filed with the Commission on or prior to before the 360th 120th day after the Issue Date; orDate (or if such day is not a business day, the first business day thereafter);
(ii) If, pursuant to the terms of Section 2 aboveRegistered 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 Company first business day thereafter);
(iii) if a Shelf Registration Statement is required to file a Shelf Registration Statementbe filed under this Agreement, the such Shelf Registration Statement has is not been declared effective by the Commission on or prior to before the 360th 270th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or, in the case of a Shelf Registration Statement 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 Shelf Registration Statement is declared effective and during the period that the Company is required to file a Shelf Registration Statement with respect use its reasonable best efforts to any unsold allotment of Initial Securities held by any Initial Purchaser, keep the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which as provided in Section 2(a), such Initial Purchaser requests that the Company file a Shelf Registration Statement thereafter ceases to be effective and continues not to be effective (other than in connection with respect the consummation of the Registered Exchange Offer, as contemplated by the last sentence of Section 2(a)), or the Company shall have suspended and be continuing to such Initial Securitiessuspend the availability of the prospectus contained in the Shelf Registration Statement, for more than 30 days in the aggregate in any consecutive twelve-month period. Additional Interest shall initially accrue on the Initial Securities that are Transfer Restricted 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 Default has been cured, as follows: with respect to the first 90-day period immediately following the occurrence at a rate of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount Accreted Value. The rate of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will shall increase by an additional 0.25% per annum with respect to of the Accreted Value every twelve weeks thereafter (for so long as such period is continuing). Any such Additional Interest shall not exceed such respective rates for such respective periods, up to a maximum amount of Additional Interest for all Registration Defaults of and shall not in any event exceed 0.50% per annum of the principal amount of Initial Securities for any period after Accreted Value in the first 90-day period immediately following the occurrence aggregate, regardless of the first number of Registration DefaultDefaults that shall have occurred and be continuing. Following the cure of all Registration Defaults, the accrual of such Additional Interest will cease. All Registration Defaults relating will be deemed cured upon consummation of the Exchange Offer. Notwithstanding anything to the contrary in this Section 6(a), the Company shall not be required to pay Additional Interest to any Initial SecuritiesHolder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the third to last paragraph of Section 1 or failed to provide the information required to be provided by it, Additional Interest shall cease if any, pursuant to accrue with respect to such securitiesSection 3(n).
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(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 Transfer Restricted 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.
Appears in 1 contract
Samples: Loan Agreement (Sirva Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiv) below, below a “Registration Default”):
(i) The the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has is not been declared effective by filed with the Commission on or prior to the 360th 120th calendar day after following the Issue Existing Securities Closing Date,
(ii) the Exchange Offer Registration Statement is not declared effective on or prior to the 180th calendar day following the Existing Securities Closing Date or(unless the Exchange Offer Registration Statement is reviewed by the Commission, in which case the 240th calendar day following the Existing Securities Closing Date),
(iii) the Registered Exchange Offer is not consummated on or prior to the 240th calendar day following the Existing Securities Closing Date (unless the Exchange Offer Registration Statement is reviewed by the Commission, in which case the 300th calendar day following the Existing Securities Closing Date),
(iv) if required, the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of the Initial Securities held by is not declared effective on or prior to the later of the 120th calendar day after the date of any Initial Purchaser, event described in Section 2 above (unless the Shelf Registration Statement has not been declared effective is reviewed by the Commission Commission, in which case the 180th calendar day after such event) and the 180th calendar day following the Existing Securities Closing Date (unless the Shelf Registration Statement is reviewed by the later of Commission, in which case the 240th calendar day following the Existing Securities Closing Date),
(Av) either the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file Exchange Offer Registration Statement or a Shelf Registration Statement has been filed and declared effective but after it becomes effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with respect 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 Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall will 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 the Registration Defaults have Default has been cured, as follows: with respect to at the first 90-day period immediately following the occurrence rate of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been curedyear, Additional Interest will increase by plus an additional 0.25% per annum with respect to such periodsyear from and during any period in which the Registration Default has continued for more than 90 days, up to a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum of year. In no event will the principal amount of additional interest on the Initial Securities exceed 0.50% per year. The Company will have no other liabilities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue monetary damages with respect to their registration obligations. With respect to each Holder, the obligation to pay Additional Interest will remain in effect only so long as the Initial Securities held by such securitiesHolders are Transfer Restricted Securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday 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 (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th 540th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th 540th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th 540th day after the Issue Date and (B) the 180th 360th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding Payment of Additional Interest shall be the foregoing, sole and exclusive remedy for a Holder of Initial Securities in the event of a Registration Default referred to in Section 6(a) hereof hereof. No default under this Agreement shall be deemed not to have occurred and be continuing, and constitute a default or event of default under the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionIndenture.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Baxter International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iivi) below, below a “Registration Default”):), :
(i) The If by April 30, 2006 (or if April 30, 2006 is not a business day, the first business day thereafter), the Exchange Offer Registration Statement required by this Agreement has not been completed on filed (or prior to submitted or a confidential basis) with the 360th day after the Issue Date; orCommission;
(ii) IfIf within 180 days of April 30, 2006 (or if the 180th day is not a business day, the first business day thereafter) the Exchange Offer Registration Statement or, if obligated to file (or submit on a confidential basis) a Shelf Registration Statement pursuant to the terms of Section 2 2(i) above, the Company Shelf Registration Statement is required not declared effective by the Commission;
(iii) If the Exchange Offer is not consummated on or before the 30th day (or if the 30th day is not a business day, the first business day thereafter) after the Exchange Offer Registration Statement is declared effective by the Commission;
(iv) If obligated to file (or submit on a confidential basis) a Shelf Registration Statement, the such Shelf Registration Statement has is not been declared effective by filed with (or submitted on a confidential basis to) the Commission on or prior to before the 360th 30th day (or if the 30th day is not a business day, the first business day thereafter) after the Issue Date or, if date (the Company is required “Shelf Filing Date”) on which the obligation to file a Shelf Registration Statement with respect arises;
(v) If obligated to any unsold allotment of Initial Securities held by any Initial Purchaserfile (or submit on a confidential basis) a Shelf Registration Statement pursuant to Section 2(ii), (iii) or (iv) above, the Shelf Registration Statement has is not been declared effective by on or before the Commission by 180th day (or if the later of 180th day is not a business day, the first business day thereafter) after the Shelf Filing Date;
(vi) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraphs (b) and (c) below) in connection with respect 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 Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 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, as follows: with respect to at a rate of 0.50% per annum for the first 90180-day period immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to 0.25additional 0.50% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periodsperiod, up to a maximum amount of Additional Interest for all Registration Defaults rate of 0.502.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.annum..
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a7(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if such Registration Default has occurred solely as a result of action taken or 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 taken by yet effective and needs to be declared effective to permit Holders to use the Commission related prospectus; provided, however, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 30 days, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Notwithstanding Section 7(a)(vi) hereof, a Registration Default shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if the Company issues notices suspending the Shelf Registration Statement in accordance with Section 2(c) hereof. In the event that the aggregate number of days in any consecutive twelve-month period for which such notices are issued and effective exceeds 60 days in the aggregate, the interest rate borne by the Securities eligible to be registered under the Shelf Registration Statement shall be increased by 0.50% per annum for the first 180-day period immediately following any such notice (which rate will be increased by an additional 0.50% per annum with respect to each subsequent 90-day period; provided that the aggregate increase in such annual interest rate shall in no event exceed 2.0% per annum). Upon the issuance of a notice by the Company that the Shelf Registration Statement is usable (and the Shelf Registration Statement is so usable) again after the period of time described in the preceding sentence, the accrual of such additional interest will cease and the interest rate on such Securities will revert to the rate set forth in the title of the Securities.
(d) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) of Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Kabel Deutschland GmbH)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iivi) below, below a “"Registration Default”):":
(i) The the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 90th day after (or if the 90th/150th day is not a business day, the first business day thereafter) the Issue Date; or;
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 150th day after (or if the 90th/150th day is not a business day, the first business day thereafter) the Issue Date or, if the Company is required obligated to file a Shelf Registration Statement pursuant to Section 2(i), a Shelf Registration Statement is not declared effective by the Commission on or prior to the 150th day after the Issue Date;
(iii) if the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is not consummated on or before the 40th day thereafter or, if later, the 190th 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 respect the Commission on or prior to any unsold allotment of Initial Securities held by any Initial Purchaserthe 60th 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 Section 2(ii), (iii) or (iv), the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 60th day after the later of Shelf Filing Date; or
(vi) if after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with respect 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 light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Initial SecuritiesRegistration Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 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, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of Additional Interest for all Registration Defaults of 0.501.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultannum. Following the cure of all Registration Defaults relating to any Initial Securities, Such Additional Interest shall cease be in addition to accrue any other interest payable from time to time with respect to such securitiesthe Initial Securities and the Exchange Securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Thermadyne Holdings Corp /De)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (provided that for the “Additional Interest”purposes of this Section 5 holders of Underlying Shares issued upon conversion of Initial Securities shall not be deemed holders of Underlying Shares, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Underlying Shares were converted) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “"Registration Default”"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if latest date of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment original issuance of the Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the latest date of the original issuance of the Initial Securities;
(iii) the Company fails to amend or supplement the Shelf Registration Statement in order to add Electing Holders as selling securityholders within the time periods set forth in Section 2(a); or
(iv) the Shelf Registration Statement is declared effective by the Commission but during the Shelf Registration Period (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the Prospectus ceases to be effective or usable in connection with respect resales of the Securities during the Shelf Registration Period and (B)(x) if applicable, the Company does not terminate the Deferral Period described in Section 2(b) above by the 45th day or the 120th day, as the case may be or (y) in all other cases, subject to Section 5(b), the Company does not have the Shelf Registration Statement and related Prospectus effective and usable within five business days after it ceased to be effective or usable by a post-effective amendment or a report filed pursuant to the Exchange Act, except in each case as the result of filing a post-effective amendment solely to add additional selling securityholders. Each of the foregoing will constitute a Registration Default whatever the reason for any such Initial Securitiesevent and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on (A) in the case of paragraph (iii) above, the Initial Securities over held by the Holders affected by the relevant Registration Default and above the interest set forth (B) in the title all other cases, all of the Initial Securities 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, as follows: with respect to at a rate per annum (the first 90-day period immediately following the occurrence "ADDITIONAL INTEREST RATE") of the first Registration Default, Additional Interest will be paid in an amount equal to (a) 0.25% per annum of the principal amount of the Initial Securities; Securities to and with respect to each subsequent 90-including the 90th day period until all following the occurrence of such Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of Default and (b) 0.50% per annum of the principal amount of the Initial Securities for any period from and after the first 90-91st day period immediately following the occurrence of the first such Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest In no event shall cease to interest accrue with respect to such securitiesat a rate per annum exceeding 0.50%.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iv) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the Prospectus if such Registration Default has occurred solely as a result of action taken (A) the filing or the need to file a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not taken by yet effective and needs to be declared effective to permit Holders to use the Prospectus, (B) the filing or the need to file a post-effective amendment to incorporate modifications to the Shelf Registration Statement in connection with comments from the Commission relating to such Shelf Registration Statement or any documents required to be incorporated therein or (C) other material events with respect to the Company that would need to be described in such Shelf Registration Statement and Prospectus, and in each of (A), (B) and (C) the Company is arbitraryproceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and Prospectus and to file and have declared effective such Shelf Registration Statement; provided, capricioushowever, an abuse that if in any such case the use of discretion or otherwise not the Shelf Registration Statement is suspended under this paragraph (b) for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Actday following such 45 day period until such Registration Default is cured; provided, further however, that if the Shelf Registration Statement is suspended for more than 45 days in the aggregate in any 90-day period or more than 120 days in the aggregate in any twelve-month period under this Section 5(b) or pursuant to a Deferral Period, Additional Interest shall be payable by the Company in accordance with Section 5(a) from the 46th day or the 121st day, as amendedapplicable, as determined by a final order of a court of competent jurisdictionuntil such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities, or if there are no such regular payment dates, June 1 and December 1. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted applicable Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to In the event that the Initial Securities (the “Additional Interest”) shall be assessed are not Freely Tradable as follows if any of the following events occur (each such event in clause (i) Exchange Date; and (ii) below, a “Registration Default”):either:
(i) The the Registered Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; orconsummated;
(ii) If, pursuant to the terms of Section 2 above, the Company if a Shelf Registration Statement is required to file a Shelf Registration Statementbe filed under Section 2 hereof, the such Shelf Registration Statement has not been declared effective; or
(iii) any Registration Statement has been declared effective by but ceases to be effective during the Commission on or prior to the 360th day after the Issue Date or, if period the Company is required to file a Shelf use its reasonable best efforts to cause such Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaserremain effective (each such event referred to in clauses (i) through (iii), the Shelf a “Registration Statement Default” and each period during which a Registration Default has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date occurred and (B) the 180th day after the date on which is continuing, a “Registration Default Period”), then, as liquidated damages for such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest Default, additional interest shall accrue on the Initial Securities over for the Registration Default Period (but only with respect to one Registration Default at any particular time) until the restrictive legend has been removed and above the interest set forth in the title of the Initial Securities from and including the date on which any are Freely Tradable or such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, time as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been curedcured at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, Additional Interest will which rate shall increase by an additional 0.25% per annum with respect to such periodsduring each subsequent 90-day period, up to a maximum amount of Additional Interest for all 1.00% regardless of the number of Registration Defaults of 0.50% per annum of that shall have occurred and be continuing (any such additional interest, “Special Interest”). Any such Special Interest will be paid in the principal amount same manner and on the same dates as interest payments in respect of Initial Securities for any period after the first 90-day period immediately Securities. Immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating Defaults, the accrual of Special Interest will cease and the interest rate borne by the Initial Securities will be reduced to the original interest rate; provided, however, that if after any Initial Securitiessuch reduction in interest rate, Additional a different Registration Default occurs, the Special Interest shall cease may again commence to accrue with respect pursuant to such securitiesthe foregoing provisions.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Special Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured or the Initial Securities become Freely Tradable.
(c) Any amounts of Additional Special Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Special Interest will be determined by multiplying the applicable Additional Special Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities on which it is to be paid, multiplied by a fraction, the numerator of which is the number of days such Additional Special Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Warner Music Group Corp.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial Transfer Restricted Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein referred to as a “Registration Default”"REGISTRATION DEFAULT"):
(i) The If on or before the 195th day after the Issue date, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has been filed with the Commission;
(ii) If the Registered Exchange Offer is not been completed consummated on or prior to before the 360th 255th day after the Issue Date; or
(iiiii) If, If required to be filed pursuant to the terms of Section 2 abovehereof, the Company is required to file a Shelf Registration Statement, (A) the Shelf Registration Statement has is not been declared effective by the Commission on or prior to before the 360th 285th day after the Issue Date Date, (or, if in the Company is required to file event that a Shelf Registration Statement with respect is required to be filed as a result of any unsold allotment change in applicable interpretations of Initial Securities held by any Initial Purchaserthe staff of the Commission pursuant to Section 2(i) hereof, if later, on or before the 90th day after publication of such change), or (B) during the time the Issuers are required to use their reasonable best efforts to keep the Shelf Registration Statement has not been declared effective by in effect, the Commission by Issuers shall have suspended and be continuing to suspend the later availability of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securitiesfor more than 30 days in the aggregate in any consecutive twelve-month period. Additional Interest shall accrue on the Initial Transfer Restricted 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, as follows: with respect at a rate of (a) prior to the first 90-91st day period immediately following the occurrence of the first Registration Defaultsuch period, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured(b) thereafter, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum annum. The Additional Interest may not accrue on the Securities under more than one of the principal amount of Initial Securities for foregoing clauses (i) through (iii) at any period after the first 90-day period immediately following the occurrence of the first Registration Defaultone time. Following the cure of all Registration Defaults relating Defaults, the accrual of such Additional Interest will cease. Without limiting the foregoing, Additional Interest with respect to any Initial Securitiesa failure to file, cause to become effective or maintain the effectiveness of a Shelf Registration Statement shall cease to accrue upon the consummation of the Registered Exchange Offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the Registered Exchange Offer within the required time period. Notwithstanding the foregoing, Additional Interest shall cease not accrue on any Security that is no longer a Transfer Restricted Security. Notwithstanding anything to accrue the 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 respect its obligations to such securitiesmake the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 3(n).
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, that in the case if such Registration Default occurs for an abuse aggregate period in excess of discretion or otherwise not 30 days in any consecutive twelve month period, Additional Interest shall be payable in accordance with law within the meaning of above from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Initial Securities of a series shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iivi) below, below a “Registration Default”):
(i) The if the Company fails to file an Exchange Offer has not been completed Registration Statement with respect to such series with the Commission on or prior to the 360th 90th day after the Issue Date; , or
(ii) If, pursuant to if the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has with respect to such series is not been declared effective by the Commission on or prior to the 360th 180th day after the Issue Date or, if obligated to file a Shelf Registration with respect to such series Statement because of the circumstances described in Section 2(a)(i) above, a Shelf Registration Statement with respect to such series has not become effective on or prior to the 180th day after the Issue Date, or
(iii) if the Exchange Offer with respect to such series is not consummated on or before the 40th day after the Exchange Offer Registration Statement with respect to such series is declared effective, or
(iv) 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 is required fails to file the Shelf Registration Statement with respect to such series 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 with respect to any unsold allotment of Initial Securities held by any Initial Purchasersuch series arises, the or
(v) if obligated to file a Shelf Registration Statement has not been declared effective by because of circumstances described in Section 2(a)(ii), 2(a)(iii), or 2(a)(iv) above, the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securitiesseries 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 with respect to such series or the Shelf Registration Statement with respect to such series becomes effective (A) such Registration Statement thereafter ceases to be effective; 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 of such series 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) 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 of the applicable series over and above the interest set forth in the title of the Initial Securities of such series from and including the date on which any such Registration Default with respect to such series shall occur to but excluding the date on which all such Registration Defaults with respect to such series have been cured, as follows: with respect to . The rate of the Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of the first a Registration DefaultDefault with respect to such series, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periodsseries have been cured, up to a maximum amount additional interest rate of Additional Interest for all Registration Defaults of 0.501.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that, in any case, if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Securities of the applicable series. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities of such series, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below a “"Registration Default”"):
(i) The Exchange Offer has any Registration Statement is not been completed declared effective on or prior to the 360th day after the Issue Date; orapplicable effectiveness deadline;
(ii) If, pursuant to the terms of Section 2 above, the Company Exchange Offer is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission consummated on or prior to the 360th day date that is 40 days after the Issue Date Exchange Offer Registration Statement is declared effective; or
(iii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective (A) such Registration Statement thereafter ceases to be effective; 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, if (2) it shall be necessary to amend such Registration Statement or supplement the Company related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the that has expired before a replacement Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securitiesbecome effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial applicable 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, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest will to be paid in increased by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of Additional Interest for all Registration Defaults of 0.501.00% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest applicable to a series of Securities will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities of such series, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Cloud Peak Energy Inc.)
Additional Interest Under Certain Circumstances. If (a) Additional interest any Registration Statement required by this Agreement is not filed with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer has not been completed Commission on or prior to the 360th day after the Issue Date; or
applicable Filing Deadline, (iib) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf any such Registration Statement has not been declared effective by the Commission on or prior to the 360th day after applicable Effectiveness Deadline or (c) the Issue Date orExchange Offer has not been Consummated on or prior to the Consummation Deadline (each such event referred to in clauses (a) through (c), if a "Registration Default"), then the Company is required Issuer hereby agrees to file a Shelf Registration Statement pay additional interest ("Additional Interest") with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial SecuritiesBonds. Additional Interest shall accrue on the Initial Securities Bonds over and above the interest set forth in the title of the Initial Securities Bonds from and including the date on which any such Registration Default shall occur to occur, but excluding the date on which all such Registration Defaults have been cured, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum regardless of the principal amount number of Initial Securities for any period after Registration Defaults (the first 90-day period immediately following "Additional Interest Rate"). Notwithstanding anything to the occurrence contrary set forth herein, (i) upon filing of the first Exchange Offer Registration Default. Following Statement (and/or, if applicable, the cure Shelf Registration Statement), in the case of all (a) above, (ii) upon the effectiveness of the Exchange Offer Registration Defaults relating to any Initial SecuritiesStatement (and/or, if applicable, the Shelf Registration Statement), in the case of (b) above or (iii) upon Consummation of the Exchange Offer, in the case of (c) above, Additional Interest shall cease to accrue payable with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest Transfer Restricted Securities as a result of such Registration Defaultclause (a), if such Registration Default has occurred solely as a result of action taken (b) or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act(c), as amendedapplicable, as determined by a final order of a court of competent jurisdiction.
(c) shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 6(a) above will 5 shall be payable in cash on the regular interest payment dates Interest Payments Dates with respect to the Transfer Restricted SecuritiesBonds. The amount of Additional Interest will shall be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Securities, Bonds 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Cedar Brakes Ii LLC)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (ii) below, below being herein called a “Registration Default”):
(i) The any Transfer Restricted Securities are outstanding as of the 366th calendar day after the Closing Date and either:
(a) the Issuer and the Guarantors fail to consummate the Registered Exchange Offer has not been completed on or prior to the 360th 475th calendar day after the Issue Closing Date; or
(b) the Issuer and the Guarantors fail to cause the Shelf Registration Statement to be declared effective on or before the 475th calendar day after the Closing Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods during which the Company and the Guarantors are required to maintain the effectiveness and usefulness thereof pursuant to this Agreement. 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 Issuer or the Guarantors or pursuant to operation of law or as a result of any action or inaction by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial SecuritiesCommission. 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, as follows: with occur. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will shall be paid in an amount equal to 0.25% per annum (the “Additional Interest Rate”) of the principal amount of the Initial Securities; and . 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, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest Rate for all Registration Defaults of 0.501.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a7(a)(ii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken by (y) other material events, with respect to the Commission Issuer that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuer is arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted 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.
(d) 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 original rate; provided, however, that if, after any such Additional Interest ceases to accrue, a different event specified in clause (i) or (ii) of the definition of Registration Default above occurs, such Additional Interest shall begin to accrue again pursuant to the foregoing provisions.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Communications Holdings, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur occurs (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “"Registration Default”"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th ninetieth (90) day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later one hundred eightieth (180) day after the first date of original issue of the Initial Securities; or
(iii) the Shelf Registration Statement is declared effective by the Commission but (A) the 360th day after the Issue Date and Shelf Registration Statement thereafter ceases to be effective or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the Prospectus ceases to be usable in connection with respect resales of Transfer Restricted Securities (as defined below) during the periods specified herein and (1) the Company shall not have cured the shelf registration statement within five (5) business days by filing a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, the suspension period described above shall not have been terminated by the ninetieth (90)consecutive day thereof, as the case may be;. Each of the foregoing will constitute a Registration Default whatever the reason for any such Initial Securitiesevent 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 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum of (the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, "Additional Interest shall cease to accrue with respect to such securitiesRate").
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof above shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken (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 the Shelf Registration Statement and related prospectus to describe such events as required by the Commission paragraph 2(h) hereof; provided, however, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 90 consecutive days or an aggregate of 120 days in any 12 month period, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Cubist Pharmaceuticals Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (ii) below, below being herein called a “Registration Default”):
(i) The any Transfer Restricted Securities are outstanding as of the 366th calendar day after the Original Closing Date and either:
(a) the Issuer and the Guarantors fail to consummate the Registered Exchange Offer has not been completed on or prior to the 360th 475th calendar day after the Issue Original Closing Date; or
(b) the Issuer and the Guarantors fail to cause the Shelf Registration Statement to be declared effective on or before the 475th calendar day after the Original Closing Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods during which the Company and the Guarantors are required to maintain the effectiveness and usefulness thereof pursuant to this Agreement. 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 Issuer or the Guarantors or pursuant to operation of law or as a result of any action or inaction by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial SecuritiesCommission. 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, as follows: with occur. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will shall be paid in an amount equal to 0.25% per annum (the “Additional Interest Rate”) of the principal amount of the Initial Securities; and . 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, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest Rate for all Registration Defaults of 0.501.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a7(a)(ii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken by (y) other material events, with respect to the Commission Issuer that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuer is arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted 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.
(d) 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 original rate; provided, however, that if, after any such Additional Interest ceases to accrue, a different event specified in clause (i) or (ii) of the definition of Registration Default above occurs, such Additional Interest shall begin to accrue again pursuant to the foregoing provisions.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Communications Holdings, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any at a rate of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.250.5% per annum of the principal amount of Initial Securities; and the Notes (the "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with the Commission by the earlier of 60 days after the Issue Date or the date of filing of a registration statement in respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by of an additional 0.25% per annum with respect to such periods, up to a maximum amount initial public offering of Additional Interest for all Registration Defaults of 0.50% per annum common stock of the principal amount Company, then, commencing from and including the earlier of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securitiessuch dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed and a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, commencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) if applicable, the Shelf Registration Statement has been declared effective and it ceases to be effective prior to three years (or such later date if such three-year period is extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the Issue Date, then, Additional Interest shall be assessed on the Notes, commencing on (x) the 31st business day after such effective date in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of Exchange Notes for all the Notes 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 three years (or such later date if extended pursuant to Section 3(j) above or such shorter period as is provided in Section 2(b)) from the date of original issuance of the Notes in the case of (iii) above, Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) shall immediately cease to accrue with respect to such securitiesaccrue.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Payment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Transfer Restricted Securitiesaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 (period, determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Building Materials Corp of America)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Securities shall be assessed as follows if any of the following events occur occurs (each such event in clause clauses (i) and through (iiiii) below, below a “Registration DefaultFailure to Register”):
(i) The if (A) by the 330th day following the date hereof the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission or (B) by the 240th day following the date on or prior to which the 360th day after the Issue Date or, if the Company is required obligation to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaserunder Section 2 is triggered, the Shelf Registration Statement Exchange Offer has not been declared effective by the Commission Commission;
(ii) if by the later of (A) the 360th day after the Issue Date and (B) the 180th day after following the date on which such Initial Purchaser requests that hereof the Company file a Registration Exchange Offer is not consummated; or
(iii) if any Shelf Registration Statement required by Section 2 hereof is filed and declared effective, and during the period the Issuers are required to use their commercially reasonable efforts to cause the Shelf Registration Statement to remain effective, (x) the Issuers shall have suspended the Shelf Registration Statement pursuant to Section 2 hereof for more than 60 days in the aggregate in any consecutive twelve-month period and be continuing to suspend the availability of the Shelf Registration Statement or (y) the Shelf Registration Statement shall cease to be effective (other than by action of the Issuers pursuant to the last paragraph of Section 2 hereof) without being replaced within 90 days after such Shelf Registration Statement ceases to be effective by a shelf registration statement that is filed and declared effective. Additional Interest will accrue on the Notes, for the period from the occurrence of a Failure to Register (but only with respect to one Failure to Register at any particular time) until such Initial Securities. 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 time as all Failures to but excluding the date on which all such Registration Defaults Register have been cured, as follows: with respect cured at a rate per annum equal to 0.25% during the first 90-day period immediately following the occurrence of the first Registration Defaultsuch Failure to Register, Additional Interest will be paid in an amount equal to which rate shall increase by 0.25% per annum of the principal amount of Initial Securities; and with respect to during each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periodsperiod, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum regardless of the principal amount number of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating Failures to any Initial Securities, Additional Interest Register that shall cease to accrue with respect to such securitieshave occurred and be continuing.
(b) Notwithstanding the foregoing, a Registration Default A Failure to Register referred to in Section 6(a6(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Registration Statement or the Company shall have no obligation related prospectus if (i) such Failure to pay Additional Interest as a result of such Registration Default, if such Registration Default Register has occurred solely as a result of action taken or not taken by (x) the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order filing of a court post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the 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 competent jurisdictionother material events or developments with respect to the Issuers that would need to be described in such Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuers are proceeding promptly and in good faith to amend or supplement such Registration Statement and related prospectus to describe such events or, in 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 such developments need no longer remain confidential.
(c) Any amounts of Additional Interest due pursuant to Section 6(a6(a)(i), (a)(ii) or (a)(iii) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted 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.
Appears in 1 contract
Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiiii) below, below a “Registration Default”)::
(i) The If the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th day after the Issue Date; orExchange Offer Filing Deadline;
(ii) If, pursuant to If the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th day after the Issue Date Exchange Offer Effectiveness Deadline or, if the Company is required obligated to file a Shelf Registration Statement pursuant to Section 2(i) above, a Shelf Registration Statement is not declared effective by the Commission on or prior to the Shelf Effectiveness Deadline;
(iii) If the Exchange Offer is not consummated on or before the 300th day after the Issue Date;
(iv) If obligated to file the Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of Section 2 above, the Company fails to file the Shelf Registration Statement with respect the Commission on or prior to any unsold allotment the 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 Initial Securities held by any Initial PurchaserSection 2 above, the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 60th day after the later of Shelf Filing Date; or
(vi) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the 180th day after related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the date on periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Initial Purchaser requests that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the Company file 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) such Registration Statement is a Shelf Registration Statement with respect to such Initial Securitiesthat 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 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, as follows: with respect to at a rate of $0.05 per week per $1,000 principal amount of Initial Securities for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to 0.25% additional $0.05 per annum of the week per $1,000 principal amount of Initial Securities; and Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of Additional Interest for all Registration Defaults of 0.50% $0.30 per annum of the week per $1,000 principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv), (v) or (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iivi) below, below a “Registration Default”)::
(i) The If the Company fails to file the Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 180th day after the Issue Date; or;
(ii) If, pursuant to If the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 300th day after the Issue Date or, or if the Company is required obligated to file a Shelf Registration Statement with respect pursuant to any unsold allotment clause (i) of Initial Securities held by any Initial Purchaser, Section 2 hereunder and the Shelf Registration Statement has is not been declared effective by the Commission by on or prior to the later of (A) the 360th 300th day after the Issue Date Date;
(iii) If the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(iv) If the Company is obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of Section 2 hereunder and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 30th day (Bthe “Shelf Filing Date”) the 180th day after the date on which such Initial Purchaser requests that the Company obligation to file a Shelf Registration Statement arises;
(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 60th day after 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; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with respect 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 Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) 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 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, as follows: with respect to at a rate of 0.50% per annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to 0.25additional 0.50% per annum of the principal amount of Initial Securities; and annum, with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount Additional Interest Rate of 1.0% per annum. In no event shall the Company be obligated to pay Additional Interest for all Registration Defaults of 0.50% per annum under more than one of the principal amount clauses in this Section 6(a) at any one time and, in the case of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securitiesa Shelf Registration, it is expressly understood that Additional Interest shall cease to accrue would be payable only with respect to such securitiesSecurities requested to be registered pursuant to Section 2 hereof.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 45 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (St Louis Riverboat Entertainment Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th 540th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th 540th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th 540th day after the Issue Date and (B) the 180th 360th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding Payment of Additional Interest shall be the foregoing, sole and exclusive remedy for a Holder of Initial Securities in the event of a Registration Default referred to in Section 6(a) hereof hereof. No default under this Agreement shall be deemed not to have occurred and be continuing, and constitute a default or event of default under the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionIndenture.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 30-30- day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Baxter International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiv) below, below a “Registration Default”):
(i) The Exchange Offer has not been completed If on or prior to the 360th 180th day after following the Issue Date; or, the Exchange Offer Registration Statement has not been filed with the Commission;
(ii) If, pursuant If on or prior to the terms 90th day following the occurrence of Section 2 above, an event requiring the Company is required to file filing of a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by filed with the Commission Commission;
(iii) If on or prior to the 360th day after following the Issue Date orDate, if neither the Company is required to file a Exchange Offer Registration Statement nor the Shelf Registration Statement with respect has been declared effective by the Commission;
(iv) If on or prior to any unsold allotment of Initial Securities held by any Initial Purchaserthe 360th day following the Issue Date, neither the Registered Exchange Offer has been consummated nor, if required in lieu thereof, the Shelf Registration Statement has not been declared effective by the Commission by Commission; or
(v) If after either the later of Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with respect to such Initial Securitiesresales of Transfer Restricted Securities during the periods specified herein. 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; provided that no Additional Interest will accrue or be payable on (1) any Exchange Securities, (2) on Initial Securities that cease to be outstanding or (3) after the Initial Securities (a) become freely transferable without restriction by persons that are not affiliates of the Company pursuant to Rule 144 under the Securities Act or any successor provision thereto or otherwise where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as follows: with respect to such holding period requirement is satisfied, (b) do not bear any restrictive legends, and (c) do not bear a restrictive CUSIP number. Additional Interest shall accrue at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of the first such Registration Default, . The rate at which Additional Interest shall accrue will be paid in an amount equal to increase by 0.25% per annum at the end of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of date on which the first Registration Default. Following the cure of all Registration Defaults relating to any Initial SecuritiesDefault shall occur, Additional Interest but in no event shall cease to accrue with respect to such securitiesrate exceed 1.00% per annum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clauses (i) through (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Terremark Worldwide Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer with respect to a series of Initial Securities has not been completed on or prior to the 360th 295th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration StatementStatement with respect to a series of Initial Securities, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th 295th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of a series of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th 295th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such series of Initial Securities. Additional Interest shall accrue on the Initial Securities of a series over and above the interest set forth in the title of the Initial Securities of such series from and including the date on which any such Registration Default shall occur with respect to such series to but excluding the date on which all such Registration Defaults have been curedcured with respect to such series, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration DefaultDefault with respect to a series of Initial Securities, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial SecuritiesSecurities of such series; and with respect to each subsequent 90-day period until all Registration Defaults with respect to a series of Initial Securities have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for such series for any period after the first 90-day period immediately following the occurrence of the first Registration DefaultDefault for such series. Following the cure of all Registration Defaults relating to any Initial SecuritiesSecurities of such series, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesSecurities of the relevant series. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesSecurities of the relevant series, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iivi) below, below a “Registration Default”)::
(i) The if the Company fails to file an Exchange Offer has not been completed Registration Statement or a Shelf Registration Statement with the Commission on or prior to the 360th 120th day after the Issue Date; or;
(ii) Ifif the Exchange Offer Registration Statement or, pursuant to the terms of Section 2 above, the Company is required if obligated to file a Shelf Registration StatementStatement pursuant to Section 2(i), the a Shelf Registration Statement has is not been declared effective by the Commission on or prior to the 360th 240th day after the Issue Date or, Date;
(iii) if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(iv) if obligated to file the Shelf Registration Statement, the Company is required fails to file the Shelf Registration Statement with the Commission on or prior to the later of (x) the 45th day after the date on which the obligation to file a Shelf Registration Statement with respect arises and (y) the 120th day after the Issue Date (the “Shelf Filing Date”);
(v) if obligated to any unsold allotment file a Shelf Registration Statement pursuant to Section 2(ii), (iii) or (iv) of Initial Securities held by any Initial Purchaserthe second preceding paragraph, the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 120th day after the later of Shelf Filing Date; or
(vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, such registration statement thereafter ceases to be effective or usable (A) in the 360th day after case of the Issue Date and Exchange Offer Registration Statement, during the 180 days following the effective date of the Exchange Offer Registration Statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver a prospectus) or (B) in the 180th day after case of the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect Statement, during the Shelf Effective Period (subject, in each case, to such Initial Securitiescertain exceptions). 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, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults with respect to the applicable Notes and Exchange Notes have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of 1.0% per annum; provided that the Company shall in no event be required to pay Additional Interest for all more than one Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for Default at any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesgiven time.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above upon the occurrence and continuation of a Registration Default will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiv) below, below a “Registration Default”):
(i) The If, by the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 aboveDeadline, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has not been filed with the Commission;
(ii) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 360th day after the Issue Date or, if first Effectiveness Deadline;
(iii) If the Company is required to file a Shelf Registration Statement with respect pursuant to any unsold allotment the terms of Initial Securities held by any Initial PurchaserSection 2(a) above, the Shelf Registration Statement has not been declared effective by filed with the Commission by on or prior to the later of 30th (Aor if the 30th day is not a business day, the first business day thereafter) the 360th day after the Issue Date and (B) the 180th day after the date on which the obligation to file such Initial Purchaser requests that Shelf Registration Statement arises, determined in accordance with the Company terms of Section 2(a) above (but in no event earlier than the Exchange Offer Deadline);
(iv) If the Exchange Offer is not consummated on or before the 30th day (or if the 30th day is not a business day, the first business day thereafter) after the Exchange Offer Registration Statement is declared effective, or, if obligated to file a Shelf Registration Statement pursuant to the terms of Section 2(a) above, the Shelf Registration Statement is not declared effective on or prior to the 60th day (or if the 60th day is not a business day, the first business day thereafter) after the date of the filing of the Shelf Registration Statement (but in no event earlier than the first Effectiveness Deadline);
(v) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with respect 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 Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) 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 Initial Transfer Restricted 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, as follows: with respect to at a rate of (i) 0.25% per annum of the principal amounts of Transfer Restricted Securities for the first 90-day period immediately following the occurrence of the first such Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of (ii) 0.50% per annum of the principal amount amounts of Initial Transfer Restricted Securities for any period after the first second 90-day period immediately following the occurrence such Registration Default; and (iii) 1.00% per annum of the first principal amounts of Transfer Restricted Securities for the third 90-day period and thereafter immediately following such Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday 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 (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Dollar Financial Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the a series of Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer with respect to a series of Initial Securities has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration StatementStatement with respect to a series of Initial Securities, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of a series of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such series of Initial Securities. Additional Interest shall accrue on the a series of Initial Securities over and above the interest set forth in the title of the Initial Securities of such series from and including the date on which any such Registration Default shall occur with respect to such series to but excluding the date on which all such Registration Defaults have been curedcured with respect to such series, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration DefaultDefault with respect to a series of Initial Securities, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial SecuritiesSecurities of such series; and with respect to each subsequent 90-day period until all Registration Defaults with respect to a series of Initial Securities have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities of such series for any period after the first 90-day period immediately following the occurrence of the first Registration DefaultDefault for such series. Following the cure of all Registration Defaults relating to any Initial SecuritiesSecurities of such series, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesSecurities of the relevant series. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesSecurities of the relevant series, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL Interest") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the first date of original issue of the Initial Securities; or
(iii) the Shelf Registration Statement is declared effective by the Commission but (A) the 360th day after the Issue Date and Shelf Registration Statement thereafter ceases to be effective or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the Prospectus ceases to be usable in connection with respect resales of Transfer Restricted Securities (as defined below) during the periods specified herein and (1) the Company does not cause the Shelf Registration Statement to become effective within five (5) business days after it has ceased to be effective by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, the Company does not terminate the suspension periods described below in the first sentence of Section 5(d). Each of the foregoing will constitute a Registration Default whatever the reason for any such Initial Securitiesevent 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 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum of (the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities"ADDITIONAL INTEREST RATE").
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Integra Lifesciences Holdings Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiv) below, below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the first date of original issue of the Initial Securities; or
(iii) after the Shelf Registration Statement has been declared effective, such Shelf Registration ceases to be effective or usable in connection with resales of the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities in accordance with and during the periods specified in this Agreement and (A) the 360th day after Company does not cure the Issue Date and Shelf Registration Statement within five business days by post-effective amendment or report filed pursuant to the Exchange Act or (B) the 180th day after the date on which such Initial Purchaser requests that if applicable, the Company file does not terminate the suspension period described in Section 2(s) above by the 45th or 90th day, as the case may be. Each of the foregoing will constitute a Shelf Registration Statement with respect 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 such Initial Securitiesoperation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities and the underlying Common Stock 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum annum, or an equivalent amount for any Common Stock issued upon conversion of the principal amount of Initial Securities for any period after (the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities"ADDITIONAL INTEREST RATE").
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of action taken or not taken by (x) the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order filing of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant post-effective amendment to Section 6(a) above will be payable in cash on the regular interest payment dates Shelf Registration Statement to incorporate annual audited financial information with respect to the Transfer Restricted Securities. The amount of Additional Interest will Company where such post-effective amendment is not yet effective and needs to be determined by multiplying declared effective to permit Holders to use the applicable Additional Interest rate by the principal amount of the 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.related prospectus or
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below a “"Registration Default”):":
(i) The the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 90th day after the Issue Merger Date; or;
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 180th day after the Issue Merger Date or, if the Company is required obligated to file a Shelf Registration Statement pursuant to Section 2(i), a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Merger Date;
(iii) the Registered Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(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 respect the Commission on or prior to any unsold allotment of Initial Securities held by any Initial Purchaserthe 45th 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 Section 2(ii), (iii) or (iv), the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 90th day after the later of Shelf Filing Date; or
(vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with respect 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 light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Initial SecuritiesRegistration Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 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, as follows: with respect to at a rate of 0.50% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest will be paid in and such rate shall increase by an amount equal to 0.25additional 0.50% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of 1.5% per annum. Such Additional Interest for all Registration Defaults of 0.50% per annum of shall be in addition to any other interest payable from time to time with respect to the principal amount of Initial Securities for any period after and the first 90-day period immediately following Exchange Securities. The Company shall give prompt written notice to the Trustee of (x) the occurrence of the first a Registration Default. Following Default and (y) the cure of all a Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesDefault.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiiii) below, below being herein called a “Registration Default”):
(i) The the Issuer and the Guarantors fail to consummate the Registered Exchange Offer has not been completed on or prior to the 360th day after Consummation Deadline;
(ii) the Issue DateIssuer and the Guarantors fail to cause the Shelf Registration Statement to be declared effective on or before the Effectiveness Deadline; or
(iiiii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods during which the Company and the Guarantors are required to maintain the effectiveness and usefulness thereof pursuant to this Agreement. 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 Issuer or the Guarantors or pursuant to operation of law or as a result of any action or inaction by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial SecuritiesCommission. 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, as follows: with occur. With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will shall be paid in an amount equal to 0.250.50% per annum (the “Additional Interest Rate”) of the principal amount of the Initial Securities; and . 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, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest Rate for all Registration Defaults of 0.501.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a7(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken by (y) other material events, with respect to the Commission Issuer that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Issuer is arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted 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.
(d) 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 original rate; provided, however, that if, after any such Additional Interest ceases to accrue, a different event specified in clause (i), (ii) or (iii) of the definition of Registration Default above occurs, such Additional Interest shall begin to accrue again pursuant to the foregoing provisions.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Communications Holdings, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Transfer Restricted Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiv) below, below being herein called a “"Registration Default”"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if latest date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 210th day after the latest date of original issue of the Initial Securities;
(iii) any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but such Shelf Registration Statement or related Prospectus thereafter ceases to be effective or useable, (subject to the Company's right to suspend the use of the Shelf Registration Statement and the Prospectus as set forth in Section 2(h)) in accordance with the provisions of this Agreement, and during the periods specified herein and (A) the 360th day Company does not cause the Shelf Registration Statement to become effective within 5 business days (which shall not be deemed to extend the incurrence and accrual of any obligation to pay Additional Interest beyond the time provided for in the last sentence of Section 2(h)) after it ceases to be effective or useable by a post-effective amendment or additional Shelf Registration Statement being filed and declared effective or a report filed pursuant to the Issue Date and Exchange Act or (B) the 180th day after the date on which such Initial Purchaser requests that if applicable, the Company file does not terminate any Deferral Period within the time provided for in the last sentence of Section 2(h); or
(iv) the Company has failed to perform its obligations set forth in Section 1(d) within the time period required therein. Each of the foregoing will constitute a Shelf Registration Statement with respect 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 such Initial Securitiesoperation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Transfer Restricted 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum (the "Additional Interest Rate"). In the case of Transfer Restricted Securities that have been converted into or exchanged for Common Stock, Additional Interest shall accrue at a per annum rate equal to 0.50%, applied to the Conversion Price (as defined in the Indenture) in effect as of any date of determination (or, if no Initial Securities are then outstanding, the Conversion Price that would be in effect were Initial Securities then outstanding) of such shares of Common Stock that are Transfer Restricted Securities. In the case of a Registration Default solely of the principal amount type described in Section 5(a)(iv), such Additional Interest accruing as a result thereof, shall be paid only to the Holder(s) that have delivered Notice and Questionnaire that caused the Company to incur the obligations set forth in Section 1(d), the non-performance of Initial Securities for which is the basis of such Registration Default. Notwithstanding the foregoing, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of (x) the date such security is no longer a Transfer Restricted Security and (y) the expiration of the Shelf Registration Period. The rate of accrual of the Additional Interest with respect to any period after shall not exceed the first 90-day period immediately following rate provided for in this paragraph notwithstanding the occurrence of the first multiple concurrent Registration DefaultDefaults. Following the cure of all Registration Defaults relating to any Initial Securities, requiring the payment by the Company of Additional Interest to the Holders of Transfer Restricted Security pursuant to this Section, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). No other monetary damages shall cease be available to accrue with respect to such securitiesthe Holders of Transfer Restricted Security for a Registration Default.
(b) Notwithstanding the foregoingSection 5(a)(iii), a Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, continuing in relation to the Shelf Registration Statement or the related Prospectus if the Company has delivered a Deferral Notice pursuant to Section 2(b) of this Agreement and the Company Deferral Period shall not have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken extended past the periods permitted by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionSection 2(h).
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Regal Entertainment Group)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Initial Securities of a given series shall be assessed as follows if any of the following events occur in respect of such series (each such event in clause clauses (i) and through (iiiii) below, below a “Registration Default”):
(i) The if the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th day second anniversary after the Issue Date; or;
(ii) If, pursuant to if the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 870th day (or if the 870th day is not a business day, the first business day thereafter) after the Issue Date or, if the Company is required obligated to file a Shelf Registration Statement pursuant to paragraph 2(b)(A) of Section 2, a Shelf Registration Statement is not declared effective by the Commission on or prior to the 910th day after the Issue Date;
(iii) the Registered Exchange Offer has not been consummated on or prior to the 40th day (or if the 40th day is not a business day, the first business day thereafter) after the Exchange Offer Registration Statement is declared effective;
(iv) if obligated to file the Shelf Registration Statement pursuant to subsection (b)(B) of Section 2, the Company fails to file the Shelf Registration Statement with respect the Commission on or prior to any unsold allotment the 60th day (or if the 60th day is not a business day, the first business day thereafter) (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 paragraph 2(b)(B) of Initial Securities held by any Initial PurchaserSection 2, the Shelf Registration Statement is not declared effective on or prior to the 90th day (or if the 90th day is not a business day, the first business day thereafter) after the Shelf Filing Date; or
(vi) any Registration Statement required by this agreement has not been declared effective by the Commission by the later of and (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable in connection with respect 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 Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Except during any Shelf Suspension Period referred to in Section 2, Additional Interest shall accrue on the Initial Securities of the relevant series over and above the interest set forth in the title of the Initial Securities of that series 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 curedoccur, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of the first such Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults in respect of that series have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults rate of 0.501.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken or not taken by (x) the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order filing of a court 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 competent jurisdictionclause (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. Upon the cure of all Registration Defaults in respect of a given series of Securities, additional interest shall cease to accrue in respect of that series of Initial Securities.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities of the relevant series, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iivi) below, below a “Registration Default”)::
(i) The the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 90th day after the Issue Date; or;
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 210th day after the Issue Date or, if the Company is required obligated to file a Shelf Registration Statement pursuant to Section 2(i), a Shelf Registration Statement is not declared effective by the Commission on or prior to the 210th day after the Issue Date;
(iii) the Registered Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(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 respect the Commission on or prior to any unsold allotment of Initial Securities held by any Initial Purchaserthe 45th 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 Section 2(ii), (iii) or (iv), the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 60th day after the later of Shelf Filing Date; or
(vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with respect 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 light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Initial SecuritiesRegistration Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 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, as follows: with respect to at a rate of 0.50% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest will be paid in and such rate shall increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of Additional Interest for all Registration Defaults of 0.501.5% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultannum. Following the cure of all Registration Defaults relating to any Initial Securities, Such Additional Interest shall cease be in addition to accrue any other interest payable from time to time with respect to such securitiesthe Initial Securities and the Exchange Securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above on or after November 15, 2009 will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount Accreted Value (as such term is defined in the Indenture) of the Transfer Restricted Securities, Securities and further multiplied by a fraction, the 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 Section 6(a) prior to November 15, 2009 will be added to the Accreted Value of the Securities; provided, however, that the Company, at its option, may elect to pay any such Additional Interest in cash.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial any Securities (the “Additional Interest”) shall be assessed payable as follows follows, if any of the following events occur (each such event in clause clauses (i) and through (iivi) below, a “"Registration Default”"):
(i) The if the Issuer and the Guarantors fail to file an Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by with respect to such Securities with the Commission on or prior to the 360th day date that is 30 days after the Issue Date Issuer is required under the Exchange Act to file its Annual Report on Form 10-K for the fiscal year ending December 31, 2006 (after giving effect to all applicable extensions under the Exchange Act);
(ii) if the Exchange Offer Registration Statement with respect to such Securities is not declared effective by the Commission within 180 days after the filing thereof or, if the Company is required obligated to file a Shelf Registration Statement with respect pursuant to any unsold allotment clause (i) of Initial Securities held by any Initial Purchaserthe first paragraph of Section 3, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial SecuritiesSecurities is not declared effective by the Commission within 180 days after the date on which an Exchange Offer Registration Statement is required to be filed pursuant to Section 2(a);
(iii) if the Registered Exchange Offer with respect to such Securities is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(iv) if obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of the first paragraph of Section 3, the Issuer and the Guarantors fail to file the Shelf Registration Statement with the Commission on or prior to the 30th day after the date on which the obligation to file such Shelf Registration Statement arises;
(v) if obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of the first paragraph of Section 3, the Shelf Registration Statement is not declared effective on or prior to the 60th day after the filing thereof; or
(vi) after the applicable Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, is declared effective, (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related Prospectus ceases to be usable (including if the use of the Prospectus is suspended by the Company for more than 30 days in any three-month period or an aggregate of 120 days in any 12-month period, as set forth in Section 3(b) hereof) in connection with resales of Securities covered by such Registration Statement during the period specified herein. 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 Issuer or any Guarantor or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on with respect to the Initial Securities over and above the interest set forth in the title of the Initial applicable 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 curedcured or have ceased, as follows: with respect to at a rate of 0.25% per annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults Rate of 0.501.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultannum. Following the cure of all Registration Defaults relating to any Initial Securities, The Additional Interest shall cease be in addition to accrue any other interest payable from time to time with respect to such securitiesthe applicable Securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a7(a)(vi) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related Prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Issuer where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or not taken by (y) the Commission occurrence of other material events or developments with respect to the Issuer that would need to be described in such Shelf Registration Statement or the related Prospectus and (ii) in the case of clause (y), the Issuer is arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related Prospectus to describe such events; provided, capricioushowever, that in any case if such Registration Default occurs in excess of 30 days in any 90-day period or an abuse aggregate of discretion or otherwise not 90 days in any 12-month period, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurred until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Securities, applicable 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.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to payable on the principal amount of the Initial Securities (the “Additional Interest”) shall be assessed as follows if begin to accrue at a rate of 0.25% per annum upon the occurrence of any of the following events occur (each such event in clause clauses (i) and through (ii) below, below a “Registration Default”):
(i) The Exchange Offer has not been completed If on or prior to the 360th day after the Issue Date; , the Registered Exchange Offer is not consummated or
(ii) IfIf after a Shelf Registration Statement is declared (or becomes automatically) effective, pursuant to and until the terms earliest of Section 2 above(A) two years after the Issue Date, (B) such time as all of the Company is required to file a applicable Securities have been sold under such Shelf Registration Statement, or (C) the date upon which all Securities covered by such Shelf Registration Statement has not been declared effective by the Commission on become eligible for resale, without regard to volume, manner of sale, or prior to the 360th day after the Issue Date orother restrictions contained in Rule 144, if the Company is required to file a Shelf such Registration Statement with respect ceases to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf be effective. If a Registration Statement Default has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date occurred and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest shall accrue is continuing 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, as follows: with respect to the first 90-91st day period immediately following the occurrence of the first such Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum the rate of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum and will thereafter increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first each subsequent 90-day period immediately following and continue to accrue so long as such Registration Default is not cured, provided, however, that the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, total rate at which such Additional Interest accrues may in no event exceed 1.0% per annum and that upon the exchange of Exchange Securities for all Initial Securities tendered (in the case of clause (i) above), or upon the effectiveness of a Shelf Registration Statement that had ceased to remain effective (in the case of clause (ii) above), such Registration Default shall be cured and Additional Interest on such Initial Securities as a result of such clause shall immediately cease to accrue with respect accrue. The Company shall in no event be required to such securitiespay Additional Interest for more than one Registration Default at any given time.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(ii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (w) 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, (x) other material events with respect to the Company that would need to be described in such Shelf Registration Statement or the related 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 taken by wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the Commission case of clause (x), 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 is arbitraryin any case if (A) in the case of a Registration Default described in clause (i)(w), capricioussuch Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an abuse aggregate of discretion or otherwise not 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Securities and to the same persons and in the same manner as ordinary interest thereon. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Catalent Pharma Solutions, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any at a rate of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.250.5 % per annum of the principal amount of Initial Securities; and the Notes (the "Additional Interest") shall be assessed as follows:
(i) if the Exchange Offer Registration Statement is not filed with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase the Commission by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period 90 days after the first 90-day period immediately following Issue Date then, commencing from and including the occurrence earlier of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securitiessuch dates, Additional Interest shall be assessed on the Notes;
(ii) if the Registered Exchange Offer is not completed and a Shelf Registration is not declared effective by the Commission by the Completion Deadline, then, commencing on the Completion Deadline, Additional Interest shall be assessed on the Notes; and
(iii) if (A) the Company has not exchanged Exchange Notes for all the Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective, or (B) if applicable, the Shelf Registration Statement has been declared effective and it ceases to be effective prior to two years (or such later date if such two-year period is extended pursuant to Section 30) above or such shorter period as is provided in Section 2(b)) from the Issue Date, then, Additional Interest shall be assessed on the Notes, commencing on (x) the 31st business day after such effective date in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above; provided, however, that (1) upon the filing of the Exchange Offer Registration Statement or the Completion Deadline in the case of (i) above, (2) upon completion of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement in the case of (ii) above, or (3) upon the exchange of Exchange Notes for all the Notes 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 extended pursuant to Section 30) above or such shorter period as is provided in Section 2(b)) from the date of original issuance of the Notes in the case of (iii) above, Additional Interest on the Notes as a result of such clause (i), (ii) or (iii) shall immediately cease to accrue with respect to such securitiesaccrue.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts amount of Additional Interest due pursuant to clauses (i), (ii) or (iii) of Section 6(a) above will be payable in cash semiannually in arrears on each Interest Payment Date (as defined in the regular interest payment dates Notes), commencing with respect the first such Interest Payment Date occurring after any such Additional Interest commences to the Transfer Restricted Securitiesaccrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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 (period, determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Valassis Communications Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (ii) below, below a “Registration Default”):
(i) The Exchange Offer has not been completed If on or prior to the 360th day after the Issue Date; , the Registered Exchange Offer is not consummated or
(ii) IfIf after the Shelf Registration Statement is declared (or becomes automatically) effective, pursuant to and until the terms earliest of Section 2 above(A) two years after the Issue Date, (B) such time as all of the Company is required to file a applicable Securities have been sold under the Shelf Registration Statement, or (C) the date upon which all Securities covered by such Shelf Registration Statement has not been declared effective by the Commission on become eligible for resale, without regard to volume, manner of sale, or prior to the 360th day after the Issue Date orother restrictions contained in Rule 144, if the Company is required to file a Shelf such Registration Statement with respect ceases to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securitiesbe effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title principal amount of the Initial Securities from and including of the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedrelevant series, as follows: with respect to at a rate of 0.25% per annum for the first 90-day period immediately following the occurrence of the first Registration Defaultperiod, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest such rate will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first each subsequent 90-day period immediately following that such Additional Interest continues to accrue (provided, that the occurrence 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 first day such Shelf Registration Default. Following Statement ceases to be effective, in the cure 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 relating Statement that had ceased to any Initial Securitiesremain effective (in the case of clause (ii) above), Additional Interest on such Initial Securities as a result of such clause shall cease to accrue with respect accrue. The Company shall in no event be required to such securitiespay Additional Interest for more than one Registration Default at any given time.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(ii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (w) 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, (x) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related 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 taken by wish to disclose publicly a pending material business transaction that has not yet been publicly disclosed, and (ii) in the Commission case of clause (x), 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 is arbitraryin any case if (A) in the case of a Registration Default described in clause (i)(w), capricioussuch Registration Default occurs for a continuous period in excess of 30 days and (B) in the case of a Registration Default described in (i)(x), (i)(y) or (i)(z), such Registration Default occurs for a period of more than 45 days in any three-month period or more than an abuse aggregate of discretion or otherwise not 90 days in any twelve-month period, then Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable (a) with regard to the Senior Toggle Notes, in the form elected by the Company for payment of interest pursuant to the applicable Indenture and (b) with respect to the Senior Subordinated Notes, in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Catalent USA Woodstock, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “"Registration Default”"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if latest date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the latest date of original issue of the Initial Securities; or
(iii) after the Shelf Registration Statement is declared effective by the Commission (A) the 360th day after the Issue Date and Shelf Registration Statement thereafter ceases to be effective or (B) the 180th day after Prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below), and (X) the date on which such Company does not notify the Initial Purchaser requests that and the Company file Holders of Securities of a suspension of the Shelf Registration Statement in accordance with respect Section 2(b) hereof or (Y) use of the Shelf Registration Statement has been suspended in accordance with Section 2(b) hereof for a period greater than an aggregate of 45 days in any 90-day period or greater than an aggregate of 90 days in any 12-month period. 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 such Initial Securitiesoperation of law or as a result 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 any such Registration Defaults Default shall have been cured, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum of (the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, "Additional Interest shall cease to accrue with respect to such securitiesRate").
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of action taken or not taken by (x) the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order filing of a court post‑effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company or to add additional selling shareholders as required by Section 2(k) 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 competent jurisdiction.clause (y), the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as required by paragraph 2(h) hereof
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted 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 360‑day year comprised of twelve 30-day 30‑day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities that are Transfer Restricted Securities (provided that for the “Additional Interest”purpose of this Section 5, holders of Common Stock issued upon conversion of the Initial Securities shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the first date on which such of original issue of the Initial Purchaser requests that Securities;
(iii) the Company file a Shelf Registration Statement is declared effective by the Commission but the Shelf Registration Statement thereafter ceases to be effective or usable in connection with respect resales of Transfer Restricted Securities during the periods specified herein, except as provided in 5(b) below. 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, and each period during which a Registration Default has occurred and is continuing until the earlier of such Initial Securitiestime as no Registration Default is in effect being herein called a “Registration Default Period”). 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, as follows: with respect to the first 90-day period immediately following the occurrence at a rate of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum for the first 90 days of the principal amount of Initial Securities; Registration Default Period, and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum thereafter for the remaining portion of the principal amount of Registration Default Period, (in each case, the “Additional Interest Rate”) provided that in no event shall the Additional Interest Rate exceed 0.50% per annum. No Additional Interest shall accrue as to any Initial Securities for any period Security or Common Stock from and after the first 90-day period immediately following the occurrence earlier of the first Registration Defaultdate such security is no longer a Transfer Restricted Security. Following the cure of all Registration Defaults relating requiring the payment by the Company of Additional Interest to the Holders of Transfer Restricted Securities pursuant to this Section 5, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). All of the Company’s obligations set forth in this Section 5 that are outstanding with respect to any Initial Securities, Additional Interest Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall cease to accrue survive until such time as all such obligations with respect to such securitiessecurity have been satisfied in full.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken (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), (1) the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as required by the Commission paragraph 2(h) hereof (provided, however, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 5 business days, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Actday such Registration Default occurs until such Registration Default is cured) or (2) if applicable, the Company terminates the Suspension Period by the 45th day or 90th day, as amended, as determined by a final order of a court of competent jurisdictionapplicable.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities (or the deemed principal amount, in the case of Common Stock), further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Adc Telecommunications Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Initial Notes shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below a “Registration Default”):
(i) The 240 days after (or if the 240th day is not a business day, the first business day thereafter) the issuance of the Initial Notes, the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior Commission;
(ii) MTGA fails to consummate the 360th day Registered Exchange Offer by the Consummation Deadline; or
(iii) if after either the Issue Date or, if the Company is required to file a Shelf Exchange Offer Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, or the Shelf Registration Statement has not been is declared (or becomes automatically) effective by the Commission by the later of (A) such Registration Statement thereafter ceases to be effective with respect to the 360th day after the Issue Date and Initial Notes; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable with respect to such the Initial Notes (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities, in each case without being cured within seven days from the date the Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, first ceases to be usable. Additional Interest shall accrue on the Initial Transfer Restricted 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 curedSecurities, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum annum. The interest rate of the principal amount of Initial Securities; and Notes will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount increase of Additional Interest for all Registration Defaults of 0.501.00% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultannum. Following the earliest of (i) the cure of all Registration Defaults relating related to any Initial the Transfer Restricted Securities, (ii) the date on which the Transfer Restricted Securities cease to be Transfer Restricted Securities and (iii) the date that is two years after the Issue Date, the interest rate borne by the Transfer Restricted Securities will be reduced to the original interest rate borne by the Transfer Restricted Securities; provided, however, that if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be subject to Additional Interest shall cease pursuant to accrue with respect to such securitiesthis paragraph.
(b) Notwithstanding the foregoing, a Registration Default An event referred to in Section 6(a6(a)(iii)(B) hereof shall be deemed not to have be a Registration Default that has occurred and be continuing, and is continuing with respect to the Company shall have no obligation Initial Notes in relation to pay Additional Interest as a result of Shelf Registration Statement or the related prospectus if (i) such Registration Default, if such Registration Default event has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to MTGA where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken by (y) other material events, with respect to MTGA that would need to be described in such Shelf Registration Statement or the Commission related prospectus and (ii) in the case of clause (y), MTGA 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 is arbitraryin any case if such event with respect to the Initial Notes occurs for a continuous period in excess of 30 days, capricious, an abuse of discretion or otherwise not such event shall constitute a Registration Default pursuant to Section 6(a)(iii)(b) hereof and Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Mohegan Tribal Gaming Authority)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities that are Transfer Restricted Securities (provided that for the “Additional Interest”purpose of this Section 5, holders of Common Stock issued upon conversion of the Initial Securities shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “"Registration Default”"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the first date on which such of original issue of the Initial Purchaser requests that Securities;
(iii) the Company file a Shelf Registration Statement is declared effective by the Commission but the Shelf Registration Statement thereafter ceases to be effective or usable in connection with respect resales of Transfer Restricted Securities during the periods specified herein, except as provided in 5(b) below. 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, and each period during which a Registration Default has occurred and is continuing until the earlier of such Initial Securitiestime as no Registration Default is in effect being herein called a "Registration Default Period"). 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, as follows: with respect to the first 90-day period immediately following the occurrence at a rate of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum for the first 90 days of the principal amount of Initial Securities; Registration Default Period, and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum thereafter for the remaining portion of the principal amount of Registration Default Period, (in each case, the "Additional Interest Rate") provided that in no event shall the Additional Interest Rate exceed 0.50% per annum. No Additional Interest shall accrue as to any Initial Securities for any period Security or Common Stock from and after the first 90-day period immediately following the occurrence earlier of the first Registration Defaultdate such security is no longer a Transfer Restricted Security. Following the cure of all Registration Defaults relating requiring the payment by the Company of Additional Interest to the Holders of Transfer Restricted Securities pursuant to this Section 5, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). All of the Company's obligations set forth in this Section 5 that are outstanding with respect to any Initial Securities, Additional Interest Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall cease to accrue survive until such time as all such obligations with respect to such securitiessecurity have been satisfied in full.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken (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), (1) the Company is proceeding promptly and in good faith to amend or supplement the Shelf Registration Statement and related prospectus to describe such events as required by the Commission paragraph 2(h) hereof (provided, however, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 5 business days, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Actday such Registration Default occurs until such Registration Default is cured) or (2) if applicable, the Company terminates the Suspension Period by the 45th day or 90th day, as amended, as determined by a final order of a court of competent jurisdictionapplicable.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities (or the deemed principal amount, in the case of Common Stock), further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Adc Telecommunications Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial affected Securities (the “Additional Interest”but only for so long as they constitute Transfer Restricted Securities) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 60th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the first date of original issue of the Initial Securities;
(iii) the Company fails with respect to a Holder that supplies a properly completed Notice and Questionnaire to the Company to amend or supplement the Shelf Registration Statement in a timely manner in order to name such Holder as a selling securityholder; and
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the 360th day after the Issue Date and Shelf Registration Statement thereafter ceases to be effective or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the Prospectus ceases to be usable in connection with respect resales of Transfer Restricted Securities (as defined below) during the periods specified herein (other than pursuant to Section 1(d) hereof and other than during Deferral Periods) and (1) the Company fails to cure the Registration Default within ten (10) Business Days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, the Deferral Period exceeds 45 days in any 90 day period or 90 days in any 12-month period, as the case may be. Each of the foregoing will constitute a Registration Default whatever the reason for any such Initial Securitiesevent 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 daily on the Initial affected Securities that constitute Transfer Restricted Securities over and above the interest set forth in the title of the Initial Securities Notes 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, as follows: with respect to for the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to Notes at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum calculated on the basis of the accreted value of the Notes (the "ADDITIONAL INTEREST RATE") and, if applicable, on an equivalent basis per share of Common Stock issued in respect of the Notes (subject to adjustment in the case of stock splits, stock recombinations, stock dividends and the like), with the holders of such Common Stock being deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted. Except as set forth above, we will have no other liabilities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue monetary damages with respect to such securitiesa failure to perform our registration obligations.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate 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 not taken (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 the Shelf Registration Statement and related Prospectus to describe such events as required by the Commission paragraph 2(b) hereof; provided, however, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 30 days, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities which would apply in the event the Company had exercised its option to convert the Initial Securities to cash payment obligations following the occurrence of a Tax Event (as defined in the Indenture relating to the Initial Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the accreted principal amount of the Transfer Restricted Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional "Penalty Interest”") shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):follows:
(i) The If a registration statement with respect to a Registered Exchange Offer has or a Shelf Registration is not been completed filed with the Commission within 90 days following the Closing Date, then commencing on or prior to the 360th 91st day after the Issue Closing Date; or, Penalty Interest shall be accrued on the Notes over and above the accrued interest at a rate of .25% per annum for the first 90 days immediately following the 90th day after the Closing Date, such Penalty Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) If, pursuant If a registration statement with respect to the terms of Section 2 above, the Company is required to file a Registered Exchange Offer or a Shelf Registration Statement, the Shelf Registration Statement has is filed as contemplated by subsection 6(a)(i) above and is not been declared effective by the Commission within 180 days following the Closing Date, then, commencing on or prior to the 360th 181st day after the Issue Date orClosing Date, if Penalty Interest shall be accrued on the Company is required to file Notes over and above the accrued interest at a Shelf Registration Statement with respect to any unsold allotment rate of Initial Securities held by any Initial Purchaser, .25% per annum for the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) first 90 days immediately following the 180th day after the Closing Date, such Penalty Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90 day period; and
(iii) If either (A) the Company has not exchanged New Notes for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 40 days after the date on which such Initial Purchaser requests that the Company file registration statement with respect to the Registered Exchange Offer was declared effective, or (B) if applicable, a registration statement with respect to a Shelf Registration Statement with respect has been declared effective and such registration statement ceases to such Initial Securities. Additional be effective prior to two years from its original effective date (other than by reason of the occurrence of a Suspension Event), then Penalty Interest shall accrue be accrued on the Initial Securities Notes over and above the accrued interest at a rate of .25% per annum for the first 60 days immediately following (x) the 40th day after such effective date in the case of (A) above, or (y) the day such registration statement with respect to a Shelf Registration ceases to be effective (other than by reason of the occurrence of a Suspension Event) in the case of (B) above, such Penalty Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 60-day period; provided, however, that the Penalty Interest rate on the Notes may not exceed 1.0% per annum at any time; and provided, further, that (1) upon the filing of the registration statement with respect to a Registered Exchange Offer or a Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the registration statement filed with respect to a Registered Exchange Offer or a Shelf Registration (in the case of (ii) above), or (3) upon the exchange of New Notes for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the registration statement filed with respect to a Shelf Registration which had ceased to remain effective prior to two years from its original effective date (in the case of (iii) above), Penalty Interest on the Notes as a result of such clause (i), (ii), or (iii) shall immediately cease to accrue. The Penalty Interest specified in this Section 6(a) shall be payable by the Company to the holders of Notes at the times, in the manner and subject to the same terms and conditions 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 curedIndenture, as follows: with respect nearly as may be, as though the rate set out in the Notes had been increased, which payments shall be calculated pursuant to Section 6(b) below. The interest rate on the first 90-day period immediately following the occurrence Notes, inclusive of the first Registration DefaultPenalty Interest, Additional Interest will be paid shall in an amount equal to 0.25no event exceed 10 1/2% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Penalty Interest due pursuant to clauses (i), (ii), or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to of the Transfer Restricted SecuritiesNotes. The amount of Additional Penalty Interest will be determined by multiplying the applicable Additional Penalty Interest rate by the principal amount of the Transfer Restricted SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Penalty Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(c) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that it has accepted all Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Notes not tendered in the Registered Exchange Offer shall bear interest at the same rates in effect at the time of issuance of the Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Integrated Health Services Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Transfer Restricted Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “"Registration Default”"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the first date of original issuance of the Initial Securities; or
(iii) the Shelf Registration Statement is declared effective by the Commission but (A) the 360th day after the Issue Date and Shelf Registration Statement thereafter ceases to be effective or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the Prospectus ceases to be usable in connection with respect resales of Transfer Restricted Securities (as defined below) during the Shelf Registration Period. 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 such Initial Securitiesoperation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above (in addition to the interest set forth in the title of the Initial Securities 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, as follows: with at (x) in respect to the first 90-day period immediately following the occurrence of the first Registration Defaultany Initial Securities, Additional Interest will be paid in an amount equal to 0.25a rate of 0.50% per annum of the principal amount thereof to the Damages Payment Date (as defined below), and (y) in respect of any shares of Common Stock issued upon conversion of each $1,000 principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum of the principal amount of such Initial Securities so converted, to the Damages Payment Date, divided by the Conversion Price (as defined in the Indenture), in each case determined as of the Business Day immediately preceding the next Damages Payment Date; provided, that any Additional Interest accrued with respect to any Initial Security or portion thereof called for redemption on a redemption date or converted into shares of Common Stock on a conversion date prior to the Damages Payment Date, shall, in any such event, be paid instead to the Holder who submitted such Security or portion thereof for redemption or conversion on the applicable redemption date or conversion date, as the case may be, on such date (or promptly following the conversion date in the case of conversion). The rate of accrual of the Additional Interest with respect to any period after the first 90-day period immediately following shall not exceed 0.50% per annum notwithstanding the occurrence of the first multiple concurrent Registration Default. Following the cure of Defaults until all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitieshave been cured.
(b) Notwithstanding the foregoingSection 5(a)(iii), a Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, continuing in relation to the Shelf Registration Statement or the related Prospectus if the Company has delivered a Deferral Notice pursuant to Section 2(b) of this Agreement and the Company Deferral Period shall not have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken extended past the periods permitted by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionSection 2(b)(v).
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Securities (each a "Damages Payment Date"), except in the case of an Initial Security or portion thereof called for redemption on a redemption date or converted into shares of Common Stock on a conversion date prior to a Damages Payment Date. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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), months and the denominator actual number of days on which is 360Additional Interest accrued during such period.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iivi) below, below a “Registration Default”):
(i) The if the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 90th day after the Issue Date; , or
(ii) If, pursuant to if the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 180th day after the Issue Date or, if the Company is required 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, or
(iii) if the Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective, or
(iv) 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 with respect the Commission on or prior to any unsold allotment 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 Initial Securities held by any Initial Purchasercircumstances described in Section 2(a)(ii), 2(a)(iii), or 2(a)(iv) above, the Shelf Registration Statement has not been declared become effective by on or prior to the Commission by 90th day of the later of Shelf Filing Date, or
(vi) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the 180th day after related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the date on periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such Initial Purchaser requests that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the Company file 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) such Registration Statement is a Shelf Registration Statement with respect to such Initial Securitiesthat 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 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, as follows: with respect to . The rate of the Additional Interest will be 0.25% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of Additional Interest for all Registration Defaults of 0.501.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that, in any case, if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the "ADDITIONAL INTEREST") with respect to the Initial Securities (and the “Additional Interest”) underlying shares of Common Stock that are registrable securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “Registration Default”"REGISTRATION DEFAULT"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Date;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 210th day after the Issue Date; or
(iii) the Shelf Registration Statement is declared effective, and such Shelf Registration Statement ceases to be effective or fails to be usable in connection with resales of Transfer Restricted Securities in accordance with and during the periods specified in this Agreement and (A) the 360th day after Company does not cure the Issue Date and Shelf Registration Statement within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (B) the 180th day after the date on which such Initial Purchaser requests that if applicable, the Company file does not terminate the suspension period described above by the 30th or 60th days, as the case may be. Each of the foregoing will constitute a Shelf Registration Statement with respect 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 such Initial Securitiesoperation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Securities and the underlying shares of Common Stock that are registrable 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum for the Initial Securities (or an equivalent amount for any shares of Common Stock issued upon conversion of the principal amount of Initial Securities for any period after Securities) (the first 90-day period immediately following "ADDITIONAL INTEREST RATE"). With respect to each Holder, the occurrence obligation of the first Registration Default. Following the cure of all Registration Defaults relating Company to any Initial Securities, pay Additional Interest shall cease to accrue with respect to remain in effect only so long as the Initial Securities and the Common Stock issuable upon conversion of the Initial Securities held by such securitiesHolder are Transfer Restricted Securities (as defined below).
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or not taken (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 the Shelf Registration Statement and related Prospectus to describe such events as required by the Commission paragraph 2(h) hereof; PROVIDED, HOWEVER, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 30 days, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash the manner of payment of interest on the regular interest payment dates with respect Initial Securities pursuant to the Transfer Restricted SecuritiesIndenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities (plus, with respect to any shares of Common Stock issued upon conversion of Initial Securities, the principal amount of the Initial Securities from which such shares were converted), further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Navistar International Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiiii) below, below being herein called a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if last date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the last date of original issue of the Initial Securities;
(iii) after the Shelf Registration Statement is declared effective, the Company fails to comply with its obligations as set forth in Section 2(l) above; or
(iv) the Shelf Registration Statement is declared effective by the Commission but (A) the 360th day after the Issue Date and Shelf Registration Statement thereafter ceases to be effective or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the Prospectus ceases to be usable in connection with respect resales of Transfer Restricted Securities (as defined below) during the periods specified herein (subject to the Company’s right to suspend the use of the Shelf Registration Statement and the Prospectus set forth in Section 5(e) below) and (1) the Company does not cause the Shelf Registration Statement to become effective within five business days after it has ceased to be effective by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, the Company does not terminate the suspension periods described below in the first sentence of Section 5(e). Each of the foregoing will constitute a Registration Default whatever the reason for any such Initial Securitiesevent 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 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum (the “Additional Interest Rate”); provided, however, that the Company shall in no event be required to pay Additional Interest in respect of more than one Registration Default at any one time. In no event will Additional Interest accrue at a rate per year in excess of 0.50%. In the event that the Initial Securities have been converted into Common Stock, any Additional Interest will be determined by multiplying the Additional Interest Rate by the current Conversion Price (as defined in the Initial Securities). In the event of a Registration Default pursuant to clause (iii) above, the Company shall be required to pay Additional Interest only to Securities which were required to be included but were not included in the applicable Shelf Registration Statement. All payment obligations of the principal amount of Initial Securities for any period after Company set forth in the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating preceding paragraph that are outstanding with respect to any Initial SecuritiesTransfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such payment obligations with respect to such Security shall have been satisfied in full; provided, however, that the Additional Interest shall cease to accrue with respect on the day immediately prior to the date such securitiesTransfer Restricted Security ceases to be a Transfer Restricted Security.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a5(a)(iv) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to the Company shall have no obligation to pay Additional Interest as a result of such Shelf Registration Default, Statement or the related Prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related Prospectus or not taken (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 the Shelf Registration Statement and related Prospectus to describe such events as required by the Commission paragraph 2(h) hereof; provided, however, that is arbitraryin any case if such Registration Default occurs for a continuous period in excess of 30 days, capricious, an abuse of discretion or otherwise not Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Idine Rewards Network Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (and the “Additional Interest”) Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i1) and through (ii3) belowbelow a "Registration Default":
(1) if by the 120th day following the Issue Date (or if such day is not a business day, the first business day thereafter), a “Registration Default”):
(i) The Exchange Offer registration statement has not been completed on or prior filed with the Commission with respect to the 360th Registered Exchange Offer or the resale of the Securities,
(2) if by the 180th day after the Issue Date; or
Date (ii) If, pursuant to the terms of Section 2 aboveor if such day is not a business day, the Company first business day thereafter), the Exchange Offer Registration Statement is required to file not declared effective or if by the 220th day after the Issue Date (or if such day is not a Shelf Registration Statementbusiness day, the first business day thereafter), the Shelf Registration Statement has is not been declared effective or the Registered Exchange Offer is not consummated,
(3) if by the Commission on or prior to the 360th 180th day after the Issue Date or(or if such day is not a business day, if the Company is required to file a Shelf first business day thereafter), the Exchange Offer Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaseris declared effective, the Shelf Registration Statement has not been declared effective or if by the Commission by the later of (A) the 360th 220th day after the Issue Date and (Bor if such day is not a business day, the first business day thereafter) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement is declared effective but:
(a) such registration statements ceases to be effective, prior to expiration of the time periods described in Sections 1 and 2 hereof, if so required, or
(b) such registration statements cease to be useable in connection with respect resales of Securities prior to such Initial Securities. expiration of the time periods described in Sections 1 and 2 hereof, if so required 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 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, as follows: with respect to at a rate of 0.25% per annum (the "Additional Interest Rate") for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults Rate of 0.500.5% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(3) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Offerors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken by (y) other material events, with respect to the Commission Offerors that is arbitrarywould need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), capriciousthe Offerors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, an abuse however, that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (1) or (2) of Section 6(a) above will be payable in cash the same manner as specified in the Indenture for the payment of interest on the Securities on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial Securities or Private Exchange Notes, 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.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and (ii) below, below a “Registration Default”)::
(i) The the Company fails to consummate the Registered Exchange Offer has within 240 days after the Trigger Date (or if the 240th day is not been completed on or prior a business day, the first business day thereafter) with respect to the 360th day after Exchange Offer Registration Statement or fails to cause the Issue DateShelf Registration Statement to be effective, if applicable, by the Shelf Effectiveness Deadline; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been or the Exchange Offer Registration Statement is declared effective by but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securitiesperiods specified in this Agreement. 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, as follows: with With respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and Transfer Restricted Securities outstanding. The amount of the 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, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.501.0% per annum of the principal amount of Initial the Transfer Restricted Securities for any period after outstanding. The amount of Additional Interest shall not increase because more than one Registration Default has occurred and is pending. All accrued Additional Interest will be paid by the first 90-day period immediately following Company on the occurrence of next scheduled interest payment date in the first Registration Defaultsame manner as other interest on the Notes. Following Immediately upon the cure of all Registration Defaults relating to any Initial SecuritiesDefaults, the accrual of Additional Interest shall cease to accrue with respect to such securitieswill cease.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(ii) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) or (ii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Initial Securities of a series shall be assessed as follows if any of the following events occur occurs (each such event in clause clauses (i) and through (iiiv) below, below a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required obligation to file a Shelf Registration StatementStatement shall have arisen, the Company fails to file such Registration Statement on or before the date specified for such filing in Section 2(a) hereof;
(ii) after the obligation to file a Shelf Registration Statement has shall have arisen and following the timely filing of such Registration Statement, such Registration Statement is not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day 120 days after the date on which such Initial Purchaser requests that obligation to file shall have arisen;
(iii) the Company file fails to consummate a Shelf Registration Statement Registered Exchange Offer with respect to such Initial Securities within 270 days of the date of original issuance of such Securities; or
(iv) the Shelf Registration Statement or the Exchange Offer Registration Statement shall have been declared effective but thereafter ceases to be effective or usable in connection with resales or exchanges of Transfer Restricted Securities for more than 30 days. 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, as follows: with respect to the first 90-day period immediately following the occurrence at a rate of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure The amount of Additional Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period (until all Registration Defaults relating have been cured), up to a maximum amount of Additional Interest for all Registration Defaults of 1.0% per annum. There can only exist one Registration Default at any one time with respect to the Initial Securities of a series. For purposes of clarification, if Additional Interest accrues on the Initial Securities, Additional Interest shall cease to it will only accrue with respect to such securitieson the €125,000,000 of Securities issued on October 5, 2009 and not on the Company’s outstanding second priority senior secured floating rate notes due 2013 issued on October 12, 2005.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iv) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday 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 Transfer Restricted Initial Securities. The amount of Additional Interest with respect to the Initial Securities of a series will be determined by multiplying the applicable Additional Interest rate for such Securities by the principal amount of the Transfer Restricted such Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Pregis Holding II CORP)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiiv) below, below a “Registration Default”)::
(i) The If by April 12, 2004, the Exchange Offer Registration Statement has not been completed on filed with the Commission or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arises;
(ii) If by July 11, 2004, Registered Exchange Offer is not declared effective by the Commission or, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to the 360th day 90 days after the Issue Date or, if such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company is required fails to file a Shelf Registration Statement consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Exchange Offer Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement has not been is declared effective by the Commission by the later of (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with respect to such Initial Securitiesresales of Transfer Restricted Securities during the periods specified herein. Additional Interest shall accrue on the Initial be paid to each Holder of Securities over and above the interest set forth in the title of the Initial Securities from and including the date on to which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been curedapplies, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid Default in an amount equal to 0.25% per annum of on the principal applicable Securities held by such Holder. The amount of Initial Securities; and Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.501.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultannum. Following the cure of all Registration Defaults relating to any Initial SecuritiesDefaults, the accrual of Additional Interest shall cease to accrue with respect to such securitiescease.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 45 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday 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 Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Arden Elizabeth Financing Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiv) below, below a “Registration Default”):
(i) The Exchange Offer has not been completed If on or prior to the 360th 90th day after following the date of Existing Securities Issue Date; or, the Exchange Offer Registration Statement has not been filed with the Commission;
(ii) If, pursuant If on or prior to the terms 30th day following the occurrence of Section 2 above, an event requiring the Company is required to file filing of a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by filed with the Commission Commission;
(iii) If on or prior to the 360th 180th day after following the Existing Securities Issue Date orDate, if neither the Company is required to file a Exchange Offer Registration Statement nor the Shelf Registration Statement with respect has been declared effective by the Commission;
(iv) If on or prior to any unsold allotment of Initial the 210th day following the Existing Securities held by any Initial PurchaserIssue Date, neither the Registered Exchange Offer has been consummated nor, if required in lieu thereof, the Shelf Registration Statement has not been declared effective by the Commission by Commission; or
(v) If after either the later of Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with respect to such Initial Securitiesresales of Transfer Restricted Securities during the periods specified herein. 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; provided that no Additional Interest will accrue or be payable on (1) any Exchange Securities, (2) on Initial Securities that cease to be outstanding or (3) after the Initial Securities (a) become freely transferable without restriction by persons that are not affiliates of the Company pursuant to Rule 144 under the Securities Act or any successor provision thereto or otherwise where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d)(1)(ii) of Rule 144 so long as follows: with respect to such holding period requirement is satisfied, (b) do not bear any restrictive legends, and (c) do not bear a restrictive CUSIP number. Additional Interest shall accrue at a rate of 0.25% per annum during the first 90-day period immediately following the occurrence of the first such Registration Default, . The rate at which Additional Interest shall accrue will be paid in an amount equal to increase by 0.25% per annum at the end of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of date on which the first Registration Default. Following the cure of all Registration Defaults relating to any Initial SecuritiesDefault shall occur, Additional Interest but in no event shall cease to accrue with respect to such securitiesrate exceed 1.00% per annum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clauses (i) through (v) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Terremark Worldwide Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the "Additional Interest") with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below being herein called a “"Registration Default”"):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 120th day after the Issue Date or, if latest date of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment original issuance of the Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 210th day after the latest date of the original issue of the Initial Securities; or
(iii) the Shelf Registration Statement is declared effective by the Commission but (A) the 360th day after the Issue Date and Shelf Registration Statement thereafter ceases to be effective or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the Prospectus ceases to be usable in connection with respect resales of Registrable Securities during the periods specified herein (other than as permitted under Section 5(b)), unless the Shelf Registration Statement shall again become effective or usable in connection with resales of Registrable Securities within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act. Each of the foregoing will constitute a Registration Default whatever the reason for any such Initial Securitiesevent 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 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 curedcured or, as follows: if earlier, the last day upon which the Shelf Registration Statement is required to be kept effective, (x) with respect to the first 90-day period immediately following the occurrence during which a Registration Default shall have occurred and be continuing, at a rate of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and (y) with respect to each subsequent 90-the period commencing on the 91stday following the day period until all the Registration Defaults Default shall have been curedoccurred and be continuing, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum (in each case, the "Additional Interest Rate"); provided, however, the Additional Interest Rate shall in no event exceed 0.50% per annum. For purposes of the payment of Additional Interest, Holders of Common Stock issued upon conversion of Initial Securities shall not be deemed Holders of Common Stock, but shall be deemed to be Holders of the aggregate principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultfrom which such Common Stock was converted. Following the cure of all Registration Defaults relating The Company's obligation to any Initial Securities, pay Additional Interest shall cease to accrue with respect to such securitiesremains in effect only so long as the Securities held by a Holder are Registrable Securities.
(b) Notwithstanding the foregoingparagraph (a) of this Section 5, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation be permitted to suspend the effectiveness of a Shelf Registration for up to an aggregate of 90 days in any 12-month period without being required to pay Additional Interest as a result of during such period and during any such suspension or suspensions the Company shall not be deemed to be in Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest shall accrue on the Initial Transfer Restricted Securities over and above the interest set forth in the title of the Initial Transfer Restricted 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Transfer Restricted Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Transfer Restricted Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Transfer Restricted Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Sabine Pass LNG, L.P.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities (other than (1) Exchange Securities, (2) any Initial Securities that have been transferred pursuant to an effective Shelf Registration Statement, (3) any Initial Securities that have been transferred in reliance on Rule 144 and (4) if at any time after the “Additional Interest”second anniversary of the Issue Date, no Initial Securities are Transfer Restricted Securities and upon a certificate from the Company to the Trustee certifying such fact, any Initial Securities that are outstanding after the second anniversary of the Issue Date) shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iivi) below, below a “Registration Default”):
(i) The If the Exchange Offer Registration Statement has not been completed filed with the Commission on or prior to the 360th 180th day after the Issue Date; or;
(ii) If, pursuant If the Exchange Offer Registration Statement has not been declared effective by the Commission on or prior to the terms of Section 2 above350th day after the Issue Date, the Company or, if a Shelf Registration Statement is required to file a Shelf Registration Statementbe filed with the Commission pursuant to Section 2(i) above in lieu thereof, the such Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th 380th day after the Issue Date or, if Date;
(iii) The Registered Exchange Offer is not consummated on or before the Company is required to file 40th day after the Exchange Offer Registration Statement has been declared effective by the Commission;
(iv) If a Shelf Registration Statement is required to be filed with respect the Commission pursuant to any unsold allotment of Initial Securities held by any Initial PurchaserSections 2(ii), (iii) or (iv) above, such Shelf Registration Statement has not been filed with the Commission on or prior to the 90th day after the relevant Trigger Date;
(v) If a Shelf Registration Statement is required to be filed with the Commission pursuant to Sections 2(ii), (iii) or (iv) above, such Shelf Registration Statement has not been declared effective by the Commission by on or prior to the later of 120th day after the relevant Trigger Date; or
(vi) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective (other than during a Blackout Period); or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) or in connection with respect a Blackout 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, or (2) it shall be necessary to amend such Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall accrue on the Initial Securities (other than (1) Exchange Securities, (2) any Initial Securities that have been transferred pursuant to an effective Shelf Registration Statement, (3) any Initial Securities that have been transferred in reliance on Rule 144 and (4) if at any time after the second anniversary of the Issue Date, no Initial Securities are Transfer Restricted Securities and upon a certificate from the Company to the Trustee certifying such fact, any Initial Securities that are outstanding after the second anniversary of the Issue Date) 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, as follows: with respect to at a rate of 0.25% per annum (the “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults Rate of 0.501.0% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesannum.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the 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 not taken by (y) other material events, with respect to the Commission Issuers that is arbitrarywould need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), capriciousthe Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, an abuse however, that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) through (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Securities in a manner consistent with the appropriate provisions of the Indenture. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iivi) below, below a “Registration Default”)::
(i) The if the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by filed with the Commission on or prior to the 360th 120th day after the Issue Date;
(ii) if the Exchange Offer Registration Statement is not declared effective by the SEC on or prior to the 270th day after the Issue Date or, if the Company is required obligated to file a Shelf Registration Statement pursuance to Section 2(a)(i) hereof, a Shelf Registration Statement is not declared effective by the SEC on or prior to the 270th day after the Issue Date;
(iii) if the Registered Exchange Offer is not consummated on or prior to the 40th day after the Exchange Offer Registration Statement is declared effective,
(iv) if obligated to file the Shelf Registration Statement pursuant to clause 2(a) above, the Company fails to file the Shelf Registration Statement with respect the SEC on or prior to any unsold allotment of Initial Securities held by any Initial Purchaserthe 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 Section 2(a)(ii) hereof, the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 90th day after the later of Shelf Filing Date; or
(vi) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with respect 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 Initial SecuritiesRegistration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 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 (except in the case of clause (vi) 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, as follows: with respect to at a rate of 0.50% per annum for the first 90-day period 90 days (or the 61st day, in the case of clause (vi)) immediately following the occurrence of the first a Registration Default, Additional Interest and such rate will be paid in increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.501.00% per annum annum; provided, that Additional Interest will not accrue under more than one Registration Default at any time. The remedies set forth in this Section 6(a) shall constitute liquidated damages and shall be the sole and exclusive remedy of the principal amount Holders for each and any Registration Default pursuant to this Registration Rights Agreement. No Holder of Initial Securities for any period after a Transfer Restricted Security who has not furnished information to the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating Company in accordance with Section 3(n) hereof shall be entitled to any Initial Securities, Additional Interest shall cease to accrue with respect to a Registration Default in connection with a Shelf Registration and no Holder who was eligible to exchange such securitiesHolder’s outstanding Securities at the time the Exchange Offer was pending and consummated and failed to validly tender such Securities for exchange pursuant to the Exchange Offer shall be entitled to receive any Additional Interest that would otherwise accrue subsequent to the date the Exchange Offer is consummated.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 60 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i) through (vi) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted 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.
(d) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in accordance with the Indenture.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiv) below, below being herein called a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective filed with the Commission by the Commission on or prior to the 360th 90th day after the Issue Date or, if first date of original issuance of the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, Securities;
(ii) the Shelf Registration Statement has not been declared effective by the Commission by the later 180th day after the first date of original issue of the Initial Securities;
(iii) any Shelf Registration Statement required by this Agreement has been declared effective by the Commission but such Shelf Registration Statement or related Prospectus thereafter ceases to be effective or useable, (subject to the Company’s right to suspend the use of the Shelf Registration Statement and the Prospectus as set forth in Section 2(h)) in accordance with the provisions of this Agreement, and during the periods specified herein and (A) the 360th day Company does not cause the Shelf Registration Statement to become effective within 5 business days (which shall not be deemed to extend the incurrence and accrual of any obligation to pay Additional Interest beyond the time provided for in the last sentence of Section 2(h)) after it ceases to be effective or useable by a post-effective amendment or additional Shelf Registration Statement being filed and declared effective or a report filed pursuant to the Issue Date and Exchange Act or (B) the 180th day after the date on which such Initial Purchaser requests that if applicable, the Company file does not terminate any Deferral Period within the time provided for in the last sentence of Section 2(h); or
(iv) the Company has failed to perform its obligations set forth in Section 1(d) within the time period required therein. Each of the foregoing will constitute a Shelf Registration Statement with respect 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 such Initial Securitiesoperation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on the Initial Transfer Restricted 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 occur, to, but excluding excluding, the earlier of, the date on which all such Registration Defaults have been cured, as follows: with respect to and the first 90-day period immediately following date 91 days after the occurrence date on which such Registration Defaults have occurred, at a rate of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; annum, and with respect to each subsequent 90-day period until all if such Registration Defaults have not been curedcured by that 91st day, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to at a maximum amount of Additional Interest for all Registration Defaults rate of 0.50% per annum from and including the date 91 days after the date on which such Registration Defaults shall occur, to, but excluding the date of which all such Registration Defaults have been cured (the applicable rate, as the case may be, the “Additional Interest Rate”). In the case of Transfer Restricted Securities that have been converted into or exchanged for Common Stock, the Additional Interest Rate shall be applied to the Conversion Price (as defined in the Indenture) in effect as of any date of determination (or, if no Initial Securities are then outstanding, the Conversion Price that would be in effect were Initial Securities then outstanding) of such shares of Common Stock that are Transfer Restricted Securities. In the case of a Registration Default solely of the principal amount type described in Section 5(a)(iv), such Additional Interest accruing as a result thereof, shall be paid only to the Holder(s) that have delivered Notice and Questionnaire that caused the Company to incur the obligations set forth in Section 1(d), the non-performance of Initial Securities for which is the basis of such Registration Default. Notwithstanding the foregoing, no Additional Interest shall accrue as to any Transfer Restricted Security from and after the earlier of (x) the date such security is no longer a Transfer Restricted Security and (y) the expiration of the Shelf Registration Period. The rate of accrual of the Additional Interest with respect to any period after shall not exceed the first 90-day period immediately following rate provided for in this paragraph notwithstanding the occurrence of the first multiple concurrent Registration DefaultDefaults. Following the cure of all Registration Defaults relating to any Initial Securities, requiring the payment by the Company of Additional Interest to the Holders of Transfer Restricted Security pursuant to this Section, the accrual of Additional Interest will cease (without in any way limiting the effect of any subsequent Registration Default requiring the payment of Additional Interest by the Company). No other monetary damages shall cease be available to accrue with respect to such securitiesthe Holders of Transfer Restricted Security for a Registration Default.
(b) Notwithstanding the foregoingSection 5(a)(iv), a Registration Default referred to in Section 6(a5(a)(iv) hereof shall be deemed not to have occurred and be continuing, continuing in relation to the Shelf Registration Statement or the related Prospectus if the Company has delivered a Deferral Notice pursuant to Section 2(b) of this Agreement and the Company Deferral Period shall not have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken extended past the periods permitted by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionSection 2(h).
(c) Any amounts of Additional Interest due pursuant to Section 6(a5(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Unitedglobalcom Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) Ifif, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Cheniere Energy Partners, L.P.)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional "Penalty Interest”") shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):follows:
(i) The If a registration statement with respect to a Registered Exchange Offer has or a Shelf Registration is not been completed filed with the Commission within 90 days following the Closing Date, then commencing on or prior to the 360th 91st day after the Issue Closing Date; or, Penalty Interest shall be accrued on the Notes over and above the accrued interest at a rate of .25% per annum for the first 90 days immediately following the 90th day after the Closing Date, such Penalty Interest rate increasing by an additional .25 % per annum at the beginning of each subsequent 90-day period;
(ii) If, pursuant If a registration statement with respect to the terms of Section 2 above, the Company is required to file a Registered Exchange Offer or a Shelf Registration Statement, the Shelf Registration Statement has is filed as contemplated by subsection 6(a)(i) above and is not been declared effective by the Commission within 180 days following the Closing Date, then, commencing on or prior to the 360th 181st day after the Issue Date orClosing Date, if Penalty Interest shall be accrued on the Company is required to file Notes over and above the accrued interest at a Shelf Registration Statement with respect to any unsold allotment rate of Initial Securities held by any Initial Purchaser, .25% per annum for the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) first 90 days immediately following the 180th day after the date on which Closing Date, such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Penalty 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, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in rate increasing by an amount equal to 0.25additional .25 % per annum at the beginning of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until period; and
(iii) If either (A) the Company has not exchanged New Notes for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer on or prior to 40 days after the date on which the registration statement with respect to the Registered Exchange Offer was declared effective, or (B) if applicable, a registration statement with respect to a Shelf Registration Defaults have has been cureddeclared effective and such registration statement ceases to be effective prior to two years from its original effective date (other than by reason of the occurrence of a Suspension Event), Additional then Penalty Interest will increase shall be accrued on the Notes over and above the accrued interest at a rate of .25% per annum for the first 60 days immediately following (x) the 40th day after such effective date in the case of (A) above, or (y) the day such registration statement with respect to a Shelf Registration ceases to be effective (other than by reason of the occurrence of a Suspension Event) in the case of (B) above, such Penalty Interest rate increasing by an additional 0.25.25% per annum at the beginning of each subsequent 60-day period; provided, however, that the Penalty Interest rate on the Notes may not exceed 1.0% per annum at any time; and provided, further, that (1) upon the filing of the registration statement with respect to such periodsa Registered Exchange Offer or a Shelf Registration (in the case of (i) above), up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum (2) upon the effectiveness of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue registration statement filed with respect to a Registered Exchange Offer or a Shelf Registration (in the case of (ii) above), or (3) upon the exchange of New Notes for all Notes validly tendered in accordance with the terms of the Registered Exchange Offer, or upon the effectiveness of the registration statement filed with respect to a Shelf Registration which had ceased to remain effective prior to two years from its original effective date (in the case of (iii) above), Penalty Interest on the Notes as a result of such securitiesclause (i), (ii), or (iii) shall immediately cease to accrue. The Penalty Interest specified in this Section 6(a) shall be payable by the Company to the holders of Notes at the times, in the manner and subject to the same terms and conditions set forth in the Indenture, as nearly as may be, as though the rate set out in the Notes had been increased, which payments shall be calculated pursuant to Section 6(b) below. The interest rate on the Notes, inclusive of Penalty Interest, shall in no event exceed 10 1/4% per annum.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurred solely as a result of action taken or not taken by the Commission that is arbitrary, capricious, an abuse of discretion or otherwise not in accordance with law within the meaning of the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdiction.
(c) Any amounts of Additional Penalty Interest due pursuant to clause (i), (ii), or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to of the Transfer Restricted SecuritiesNotes. The amount of Additional Penalty Interest will be determined by multiplying the applicable Additional Penalty Interest rate by the principal amount of the Transfer Restricted SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Penalty 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.
(v) If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer provided that it has accepted all Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Notes not tendered in the Registered Exchange Offer shall bear interest at the same rates in effect at the time of issuance of the Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Integrated Health Services Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iivi) below, below a “Registration Default”)::
(i) The the Company fails to file an Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 90th day after the Issue Date; or;
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 180th day after the Issue Date or, if the Company is required obligated to file a Shelf Registration Statement pursuant to Section 2(i), a Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the Issue Date;
(iii) the Registered Exchange Offer is not consummated on or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(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 respect the Commission on or prior to any unsold allotment of Initial Securities held by any Initial Purchaserthe 45th 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 Section 2(ii), (iii) or (iv), the Shelf Registration Statement has is not been declared effective by on or prior to the Commission by 60th day after the later of Shelf Filing Date; or
(vi) after the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is declared effective, (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with respect 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 light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Initial SecuritiesRegistration Statement, or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. 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, as follows: with respect to at a rate of 0.50% per annum for the first 90-day period immediately following the occurrence of the first a Registration Default, Additional Interest will be paid in and such rate shall increase by an amount equal to additional 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount additional interest rate of Additional Interest for all Registration Defaults of 0.501.5% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultannum. Following the cure of all Registration Defaults relating to any Initial Securities, Such Additional Interest shall cease be in addition to accrue any other interest payable from time to time with respect to such securitiesthe Initial Securities and the Exchange Securities.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):If:
(i) The Exchange Offer has not been completed on or prior to 60 days after (or if the 360th 60th day after is not a business day, the first business day thereafter) the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission; or
(ii) If, pursuant on or prior to 150 days after (or if the terms of Section 2 above150th day is not a business day, the Company is required to file a first business day thereafter) the Issue Date, neither the Exchange Offer Registration Statement nor the Shelf Registration StatementStatement has been declared effective under the Securities Act; or
(iii) on or prior to 180 days after (or if the 180th day is not a business day, the first business day thereafter) the Issue Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective; or
(iv) the Shelf Registration Statement has not been filed with the Commission and declared effective by under the Commission on Securities Act within 90 days after (or prior if the 90th day is not a business day, the first business day thereafter) the obligation to so file arises under clause (iii) or (iv) of the 360th day first sentence of Section 2 (but in any event not earlier than 180 days after the Issue Date Date); or, if
(v) after either the Company is required to file a Shelf Exchange Offer Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, or the Shelf Registration Statement has not been is declared effective by the Commission by the later of effective, (A) the 360th day after the Issue Date and such Registration Statement thereafter ceases to be effective or (B) subject to the 180th day after the date on which exceptions in Section 6(b), such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable in connection with respect resales of Securities in accordance with and during the periods specified herein (each such event referred to such Initial Securities. in clauses (i), (ii), (iii), (iv) and (v) above a "Registration Default") additional cash interest ("Additional Interest shall Interest") will -------------------- ------------------- accrue on the Initial Securities over and above at the interest set forth in rate of 0.50% per annum (the title of the Initial Securities "Additional ---------- Interest Rate"), from and including the date on which any such Registration ------------- Default shall occur to, but excluding, the next Semi-Annual Accrual Date (as defined in the Indenture) (calculated on the Accreted Value (as defined in the Indenture) on such Semi-Annual Accrual Date); and shall continue to accrue from and including such Semi-Annual Accrual Date, and be payable on each successive Semi-Annual Accrual Date (calculated on the Accreted Value on such Semi-Annual Accrual Date) to, but excluding excluding, the earlier of (i) the date on which such Registration Default has been cured or (ii) the date on which all such Registration Defaults have been cured, as follows: the Securities otherwise become freely transferable by Holders other than affiliates of Holdings without further registration under the Securities Act. Such interest is payable in cash in addition to any other interest payable from time to time with respect to the first 90Securities on each Semi-day period immediately following Annual Accrual Date after any accrual of such interest to the occurrence Holders of record (as determined pursuant to the first Registration DefaultIndenture), Additional Interest will notwithstanding that cash interest may not otherwise be paid in an amount equal to 0.25% per annum of payable on Securities on each such date. Notwithstanding the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been curedforegoing, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum (i) the amount of Additional Interest for all payable shall not increase because more than one Registration Defaults Default has occurred and is pending, (ii) a Holder of 0.50% per annum Securities who is not entitled to the benefits of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Shelf Registration Default. Following the cure of all Registration Defaults relating Statement (i.e., such Holder has not elected to any Initial Securities, include information) shall not be entitled to Additional Interest shall cease to accrue with respect to such securitiesa Registration Default that pertains to the Shelf Registration Statement, and (iii) a Holder of Securities constituting an unsold allotment from the original sale of the Securities or who otherwise is not entitled to participate in the Registered Exchange Offer shall not be entitled to Additional Interest by reason of a Registration Default that pertains to the Registered Exchange Offer. Payment of Additional Interest is the sole remedy available to Holders in the event the Company does not comply with the deadlines set forth herein with respect to the conduct of the Registered Exchange Offer for the Initial Securities or the registration of the Securities for resale under the Shelf Registration Statement.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(v)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 15 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to Section 6(a) above accrued will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted Securitieseach Semi-Annual Accrual Date. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount Accreted Value of the Transfer Restricted SecuritiesSecurities on such Semi-Annual Accrual Date, multiplied by a fraction, the numerator of which is the number of days such the Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Telemundo Holding Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (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 clause clauses (i) and through (iiiii) below, below a “Registration Default”)::
(i) The If the Company fails to file the Exchange Offer has not been completed Registration Statement with the Commission on or prior to the 360th 120th day after the Issue Date; or;
(ii) If, pursuant to If the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Exchange Offer Registration Statement has is not been declared effective by the Commission on or prior to the 360th 180th day after the Issue Date or, or if the Company is required obligated to file a Shelf Registration Statement with respect pursuant to any unsold allotment clause (i) of Initial Securities held by any Initial Purchaser, Section 2 hereunder and the Shelf Registration Statement has is not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) on or prior to the 180th day after the date Issue Date;
(iii) If the Exchange Offer is not consummated on which such Initial Purchaser requests that or before the 40th day after the Exchange Offer Registration Statement is declared effective;
(iv) If the Company is obligated to file a Shelf Registration Statement pursuant to clause (ii), (iii) or (iv) of Section 2 hereunder and the Company fails to file the Shelf Registration Statement with respect 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 or the Shelf Registration Statement becomes effective (A) such Initial SecuritiesRegistration Statement thereafter ceases to be effective; 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) 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 Initial Securities from and including the date on which any such Registration Default shall occur to but excluding at a rate of 0.50% per annum (the date on which all such Registration Defaults have been cured, as follows: with respect to “Additional Interest Rate”) for the first 90-day period immediately following the occurrence of the first such Registration Default, . The Additional Interest will be paid in Rate shall increase by an amount equal to 0.25additional 0.50% per annum of the principal amount of Initial Securities; and annum, with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount Additional Interest Rate of 1.0% per annum. In no event shall the Company be obligated to pay Additional Interest for all Registration Defaults of 0.50% per annum under more than one of the principal amount of Initial Securities for clauses in this Section 6(a) at any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securitiesone time.
(b) Notwithstanding the foregoing, a A Registration Default referred to in Section 6(a6(a)(vi)(B) hereof shall be deemed not to have occurred and be continuing, and continuing in relation to a Shelf Registration Statement or the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, related prospectus if (i) such Registration Default has occurred solely as a result of action taken (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 not taken by (y) other material events, with respect to the Commission 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 arbitraryproceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, capricioushowever, an abuse that in any case if such Registration Default occurs for a continuous period in excess of discretion or otherwise not 30 days, Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause 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 Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Transfer Restricted 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.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) with respect to the Initial Notes shall be assessed as follows if any of the following events occur (each such event in clause clauses (i) and through (iiiii) below, below a “Registration Default”):
(i) The 270 days after (or if the 270th day is not a business day, the first business day thereafter) the issuance of the Initial Notes, the Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior Commission;
(ii) MTGA fails to consummate the 360th day Registered Exchange Offer by the Consummation Deadline; or
(iii) if after either the Issue Date or, if the Company is required to file a Shelf Exchange Offer Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, or the Shelf Registration Statement has not been is declared (or becomes automatically) effective by the Commission by the later of (A) such Registration Statement thereafter ceases to be effective with respect to the 360th day after the Issue Date and Initial Notes; or (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement or the related prospectus ceases to be usable with respect to such the Initial Notes (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities, in each case without being cured within seven days from the date the Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, first ceases to be usable. Additional Interest shall accrue on the Initial Transfer Restricted 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 curedSecurities, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum annum. The interest rate of the principal amount of Initial Securities; and Notes will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount increase of Additional Interest for all Registration Defaults of 0.501.00% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Defaultannum. Following the earliest of (i) the cure of all Registration Defaults relating related to any Initial the Transfer Restricted Securities, (ii) the date on which the Transfer Restricted Securities cease to be Transfer Restricted Securities and (iii) the date that is two years after the Issue Date, the interest rate borne by the Transfer Restricted Securities will be reduced to the original interest rate borne by the Transfer Restricted Securities; provided, however, that if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be subject to Additional Interest shall cease pursuant to accrue with respect to such securitiesthis paragraph.
(b) Notwithstanding the foregoing, a Registration Default An event referred to in Section 6(a6(a)(iii)(B) hereof shall be deemed not to have be a Registration Default that has occurred and be continuing, and is continuing with respect to the Company shall have no obligation Initial Notes in relation to pay Additional Interest as a result of Shelf Registration Statement or the related prospectus if (i) such Registration Default, if such Registration Default event has occurred solely as a result of action taken (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to MTGA where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or not taken by (y) other material events, with respect to MTGA that would need to be described in such Shelf Registration Statement or the Commission related prospectus and (ii) in the case of clause (y), MTGA 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 is arbitraryin any case if such event with respect to the Initial Notes occurs for a continuous period in excess of 30 days, capricious, an abuse of discretion or otherwise not such event shall constitute a Registration Default pursuant to Section 6(a)(iii)(b) hereof and Additional Interest shall be payable in accordance with law within the meaning of above paragraph from the federal Administrative Procedure Act, as amended, as determined by a final order of a court of competent jurisdictionday such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Transfer Restricted SecuritiesInitial Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Transfer Restricted SecuritiesInitial 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.
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Samples: Registration Rights Agreement (Mohegan Tribal Gaming Authority)
