Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”: (i) If by April 12, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or 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 90 days after such obligation arises (each an “Effectiveness Target Date”); (iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or (iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified herein. Additional Interest shall be paid to each Holder of Securities to which such Registration Default applies, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such Holder. The amount of 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, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease. (b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured. (c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Arden Elizabeth Financing Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”":
(i) If by April 12May 30, 20041998 (or if such day is not a business day, the first business day thereafter) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11September 27, 20041998 (or if such day is not a business day, the first business day thereafter) neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12June 28, 20041998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11August 27, 20041998, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers 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 Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Chiles Magellan LLC)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”":
(i) If by April 12March 28, 20042005, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 116, 20042005, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 in an amount equal to 0.25% per annum on the applicable Securities held by Default, and such Holder. The amount of Additional Interest shall rate will increase by an additional 0.250.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum additional interest rate of 1.02.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Telequip Labs, Inc.)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12May 2, 20041999, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11August 30, 20041999, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities and the Private Exchange Notes over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 in an amount equal to 0.25% per annum on the applicable Securities held by such HolderDefault. The amount of Additional Interest Rate shall increase by an additional 0.250.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.02.00% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesSecurities 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 (King Pharmaceuticals Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”":
(i) If by April 1227, 20041998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11August 24, 20041998, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day date on which all such Registration Defaults have been cured (such period immediately following shall be referred to herein as the occurrence of the first "Registration Default in an amount equal to Period"), at a rate of 0.25% per annum on for the applicable Securities held by such Holder. The amount first 90 days of Additional Interest shall increase by an additional 0.25the Registration Default period and at a rate of 0.50% per annum with respect to each subsequent 90-day thereafter for the remaining period until all of the Registration Defaults have been cured, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall ceaseDefault Period.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”:
(i) If by April 12December 27, 20042010, the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11March 28, 20042011, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) 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) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein 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 be paid to each Holder of Securities to which such Registration Default applies, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum of the principal amount of the Transfer Restricted Securities for the first 90 days from and including the date on which any such Registration Default shall occur to but excluding the applicable Securities held by date on which all such HolderRegistration Defaults have been cured. The amount of 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, up provided, however, that Additional Interest for all Registration Defaults shall not exceed an amount equal to a maximum of 1.0.50% per annumannum of the principal amount of the Transfer Restricted Securities. Following the cure of all Registration Defaults, the accrual of Additional Interest shall additional interest will cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Transfer Restricted Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”:"):
(i) If by April 12August 15, 20041999 (60 days after the Closing Date) (or if such day is not a business day, the first business day thereafter), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11January 22, 20042000 (220 days after the Closing Date) (or if such day is not a business day, the first business day thereafter), neither the Registered Exchange Offer is not consummated nor is the Shelf Registration Statement declared effective by the Commission; or
(iii) any Registration Statement required by this Agreement has been 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 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but (A) such Registration Statement thereafter ceases to be effective; effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein 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 17 16 Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Issuers or pursuant to operation of law or as a result of any action or inaction by the Issuers. Additional Interest shall be paid to each Holder accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 such Registration Default, regardless of the first number of such Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such HolderDefaults. The amount of Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 90-90- day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities and further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Express Scripts Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall will be assessed as follows if any of the following events occur occurs (each such event identified in clauses clause (i), (ii) through or (iviii) below below, a “Registration Default”:"Failure to Register"):
(i) If by April 12the 150th day after the date of the original issue of the Bonds (that date of issue, 2004the "Closing Date"), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11the 180th day after the Closing Date, 2004, the Registered Exchange Offer is not declared effective by the Commission orconsummated and, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);Commission; or
(iii) If If, after the Company fails to consummate 180th day after the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If Closing Date, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective effective, (A) such that Registration Statement thereafter ceases to be effectiveeffective prior to completion of the Exchange Offer or the sale of all the Transfer Restricted Bonds registered pursuant to the Shelf Registration Statement, as the case may be; or (B) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Bonds during the periods specified in this Agreement (except as permitted in paragraph (b) belowof this Section 6) in connection with resales of Transfer Restricted Securities during the periods specified herein. Additional Interest shall be paid to each Holder of Securities to which such Registration Default applies, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such Holder. The amount of 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, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
because either (b1) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely any event occurs as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use which the related prospectus forming part of that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (y2) other material eventsit shall be necessary to amend that Registration Statement, or supplement the related prospectus, to comply with respect to the Company that would need to be described in such Shelf Registration Statement Securities Act or the related prospectus and (ii) in Exchange Act, or the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedrespective rules thereunder.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Agreement (Cleveland Electric Illuminating Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”:
(i) If by April 12on or prior to May 9, 20042005, which is 180 calendar days after Issue Date, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11on or prior to August 8, 20042005, which is 270 calendar days after Issue Date, neither the Registered Exchange Offer is not declared effective by the Commission ornor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on (or, in the case of a Shelf Registration Statement required to be filed in response to a change in law or prior to applicable interpretations of the staff of the Commission, if later, within 90 calendar days after such obligation arises (each an “Effectiveness Target publication of the change in law or interpretation, but in no event before 270 calendar days after the Issue Date”);
(iii) If on or prior to September 6, 2005, which is 300 calendar days after the Company fails to consummate Issue Date, the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementis not consummated; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, in each case, without being succeeded within 90 days by an additional registration statement filed and declared effective. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first date on which all such Registration Default in an amount equal to have been cured, at a rate of 0.25% per annum on the applicable Securities held by such Holder. The amount of Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-90 day period until all Registration Defaults have been cured, up that such additional interest continues to a accrue with an aggregate maximum interest increase in the interest rate of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days60 days in the aggregate in any consecutive twelve-month period (a “Registration Suspension Default”), Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Suspension Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Rockwood Specialties Group Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”":
(i) If by April 12August 4, 20041997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11November 3, 20041997, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Notes over and above the interest set forth in the title of Securities to the Notes from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following annum (increasing by 0.50% per annum at the cure end of all each 90-day period after such Registration DefaultsDefault); provided, the accrual of however, that Additional Interest shall ceasenot exceed 2.0%.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-30- day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (HCC Industries International)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”" if:
(i) If by April 12June 19, 20041999 (or if such day is not a business day the first business day thereafter), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11November 16, 20041999 (or if such day is not a business day the first business day thereafter), neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);Commission; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as or permitted in paragraph (b) below) of this Section 6 in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities and the Private Exchange Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, with respect to the first 90-day period immediately following the occurrence at a rate of the first Registration Default in an amount equal to 0.250.50% per annum on (the applicable Securities held by such Holder. The amount of "Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period Rate") until all Registration Defaults have been cured; provided, up however, that:
(i) no Holder of Securities who is not entitled to the benefits of a Shelf Registration Statement shall be entitled to receive additional interest by reason of a Registration Default that pertains to a maximum Shelf Registration Statement; and
(ii) no Holder of 1.0% per annum. Following Securities constituting an unsold allotment from the cure original sale of all the Initial Securities or any other Holder of Securities who is entitled to the benefits of a Shelf Registration Defaults, the accrual Statement shall be entitled to receive additional interest by reason of Additional Interest shall ceasea Registration Default that pertains to a Registered Exchange Offer.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the Company's failure to amend or supplement a Registration Statement during the period referred to and pursuant to the terms and conditions of the last sentence of Section 3(j), (y) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (yz) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (yz), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the applicable Initial Securities or Private Exchange Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Marson Creative Fastener Inc)
Additional Interest Under Certain Circumstances. (a) Additional cash interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur occurs (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12March 10, 20041997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 1123, 20041997, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities Notes during the periods specified hereinherein 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 27 27 amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Notes at a rate of Securities to 0.50% per annum of the Accreted Value (as defined in the Indenture) (over and above the interest set forth in the title of the Notes) from and including the date on which any such Registration Default applies, with respect to shall occur until the first 90-day period immediately following earlier of (i) the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement cured or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case date on which all the Notes otherwise become freely transferable by holders other than affiliates of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with without further registration under the above paragraph from the day such Registration Default occurs until such Registration Default is curedSecurities Act.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Electronic Retailing Systems International Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to all of the Initial Securities outstanding 7.25% Convertible Subordinated Debentures Due 2002 of the Company (the "Outstanding Debentures") shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12if within 120 days after the Closing Date, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11, 2004, Registered Exchange Offer is not declared effective by if within 180 days after the Commission or, if required in lieu thereofClosing Date, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);Commission; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective effective, (A) such Registration Statement thereafter ceases to be effectiveeffective before the second anniversary of Closing Date (or, in the event that Rule 144(k) under the Act is amended to provide for a shorter holding period, until the end of such shorter period) or the date as of which all of the Securities and the Common Stock are sold pursuant to the Shelf Registration Statement; or (B) such Registration Statement or the related prospectus ceases to be usable because either (except 1) any event occurs as permitted 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 paragraph the light of the circumstances under which they were made, not misleading, or (b2) belowit shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Act or the Exchange Act or the respective rules thereunder.
(i) in connection If the Company fails to comply with resales of Transfer Restricted Securities during the periods specified herein. (a)(i) above, Additional Interest shall be paid to each Holder accrue on the Outstanding Debentures over and above the interest set forth in the title of Securities to the Outstanding Debentures as follows: the per annum interest rate on the Outstanding Debentures will increase by 25 basis points, such increase remaining in effect until the date on which such Shelf Registration Default appliesStatement is filed, with respect on which date the interest rate on the Outstanding Debentures will revert to the first 90-interest rate originally borne by the Outstanding Debentures, plus any increase in such rate pursuant to (b)(ii) below.
(ii) If the Shelf Registration Statement is not declared effective as provided in (a)(ii) above, then, at such time and on each date that would have been the successive 30th day period immediately following such time, the occurrence of the first Registration Default in an amount equal to 0.25% per annum interest rate on the applicable Securities held by Outstanding Debentures (which interest rate will be the original interest rate on the Outstanding Debentures plus any incerease or increases in such Holder. The amount of Additional Interest shall interest rate pursuant to (b)(i) above and pursuant to this clause) will increase by an additional 0.25% 25 basis points; provided, that the per annum with respect interest rate will not increase by more than 50 basis points pursuant to each subsequent 90-day period this clause and and will not increase by more than 75 basis points pursuant to this clause and clause (b)(i) above. Such increase or increases will remain in effect until all the date on which such Shelf Registration Defaults have been curedStatement is declared effective, up on which date the interest rate on the Outstanding Debentures will revert to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, interest rate originally borne by the accrual of Additional Interest shall ceaseOutstanding Debentures.
(biii) If the Company fails to keep the Shelf Registration Statement continuously effective or usuable for the period specified in (a)(iii) above, then at such time as the Shelf Registration Statement is no longer effective or usuable, as the case may be, and on each date thereafter that is the successive 30th day subsequent to such time and until the earliest of (A) the date that the Shelf Registration Statement is again deemed effective or usable, as the case may be, (B) the date that is the second anniversary of the date of the Closing Date (or, in the event that Rule 144(k) under the 1933 Act is amended to provide for a shorter holding period, until the end of such shorter period) or (C) the date as of which all of the Securities and the Common Stock are sold pursuant to the Shelf Registration Statement, the per annum interest rate on the Outstanding Debentures will increase by an additional 25 basis points; provided, however, that the per annum interest rate will not increase by more than 50 basis points pursuant to this clause (a)(iii).
(c) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 30-day period until the date on which such Registration Default is cured.
(cd) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesOutstanding Debentures. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesOutstanding Debentures, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12June 24, 2004, 1998 neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arises;Commission; 17
(ii) If by July 11August 24, 2004, 1998 neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.25% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company Company, that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. 18 (d) "Transfer Restricted Securities" means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iv) the date on which such Initial Security is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to all of the Initial Securities outstanding Notes (the "Outstanding Notes") shall be assessed as follows if any of the following events occur (each such event described in clauses (i) through (iviii) below being hereinafter sometimes called a “"Registration Default”:"):
(i) If if by April 12March 16, 20041999, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesSEC;
(ii) If if by July 11April 14, 2004, Registered Exchange Offer is not declared effective by the Commission or, if required in lieu thereof1999, the Shelf Registration Statement is has not been declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);SEC; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective effective, (A) such Registration Statement thereafter ceases to be effectiveeffective before the second anniversary of the Initial Closing Date (or, in the event that Rule 144(k) under the Securities Act is amended to provide for a shorter holding period, until the end of such shorter period) or the date as of which all of the Registrable Securities are sold pursuant to the Shelf Registration Statement or Rule 144; or (B) such Registration Statement or the related prospectus ceases may no longer be used 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 a material fact required to be usable stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (except as permitted 2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.
(i) If the Shelf Registration Statement has not been filed with the SEC within the time period described in paragraph clause (ba)(i) below) in connection with resales of Transfer Restricted Securities during the periods specified herein. above, Additional Interest shall be paid to each Holder accrue on the Outstanding Notes over and above the interest set forth in the title of Securities to the Outstanding Notes as follows: the per annum interest rate on the Outstanding Notes will increase by 25 basis points, such increase remaining in effect until the date on which such Shelf Registration Default appliesStatement is filed, with respect on which date the interest rate on the Outstanding Notes will revert to the first 90-interest rate originally borne by the Outstanding Notes, plus any increase in such rate pursuant to clause (b)(ii) below.
(ii) If the Shelf Registration Statement has not been declared effective by the SEC within the time period described in clause (a)(ii) above, then, at such time and on each date that is the successive 30th day period immediately following such time, the occurrence of the first Registration Default in an amount equal to 0.25% per annum interest rate on the applicable Securities held by Outstanding Notes (which interest rate will be the original interest rate on the Outstanding Notes plus any increase or increases in such Holder. The amount of Additional Interest shall interest rate pursuant to clause (b)(i) above and pursuant to this clause) will increase by an additional 0.25% 25 basis points; provided, however, that the per annum with respect interest rate may not increase by more than 75 basis points pursuant to each subsequent 90-day period this clause and may not increase by more than 100 basis points pursuant to this clause and clause (b)(i) above. Such increase or increases will remain in effect until all the date on which such Shelf Registration Defaults have been curedStatement is declared effective, up on which date the interest rate on the Outstanding Notes will revert to a maximum of 1.0% per annum. Following the cure of all Registration Defaultsinterest rate originally borne by the Outstanding Notes, the accrual of plus any Additional Interest shall ceasethat may be payable pursuant to clause (b)(iii) below.
(biii) A If the Company fails to keep the Shelf Registration Statement continuously effective or usable for the period specified in clause (a)(iii) above, then at such time as the Shelf Registration Statement is no longer effective or usable, as the case may be, and on each date thereafter that is the successive 30th day subsequent to such time and until the earliest of (A) the date that the Shelf Registration Statement is again deemed effective or usable, as the case may be, (B) the date that is the second anniversary of the Closing Date (or, in the event that Rule 144(k) under the Securities Act is amended to provide for a shorter holding period, until the end of such shorter period) and (C) the date as of which all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement or Rule 144, the per annum interest rate on the Outstanding Notes will increase by 25 basis points; provided, however, that the per annum interest rate may not increase by more than 100 basis points pursuant to this clause (b)(iii).
(c) Anything herein contained to the contrary notwithstanding, a Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing suspension by the Company of a post-effective amendment to such the use of the Shelf Registration Statement to incorporate annual audited financial information with respect pursuant to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (yprovisions of Section 2(c) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedhereof.
(cd) Any amounts of Additional Interest due pursuant to clause (ib)(i), (ii), (iiib)(ii) or (ivb)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesOutstanding Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesOutstanding Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Noble International LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”:"REGISTRATION DEFAULT"):
(i) If by April 12, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days by the 120th day after such filing obligation arisesthe latest date of original issuance of the Initial Securities;
(ii) If by July 11, 2004, Registered Exchange Offer is the Shelf Registration Statement has not been declared effective by the Commission by the 210th day after the latest date of original issuance of the Initial Securities; or, if required in lieu thereof,
(iii) the Shelf Registration Statement is not declared effective by the Commission on or prior but the Company fails, with respect to 90 a Holder that supplies to the Company the questionnaire described in Section 2(l) above and within sixty (60) days after such obligation arises questionnaire was first sent to such Holder, to supplement the Shelf Registration Statement within thirty (each an “Effectiveness Target Date”);
(iii30) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect Company's receipt of such questionnaire in order to name such Holder in the Exchange Offer Shelf Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective; effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified hereinherein because either (1) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or 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 be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 in an amount equal to 0.25% per annum on the applicable Securities held by such HolderDefault. The amount of Additional Interest Rate shall increase by an additional 0.250.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.02.0% per annum. Following the cure If a Holder converts some or all of all its Initial Securities into Common Stock at a time when there exists a Registration DefaultsDefault, the accrual of Holder will not be entitled to receive additional Additional Interest shall ceaseon such Common Stock, but will be entitled to receive from the Company, in connection with such conversion, additional shares of Common Stock equal to 3% of the applicable conversion rate for each $1,000 original principal amount of the Initial Securities being converted (except to the extent that the Company elects to deliver cash upon conversion). In addition, such Holder will receive on the settlement date for any Initial Securities submitted for conversion during a Registration Default, accrued and unpaid Additional Interest on such Initial Securities to the conversion date relating to such settlement date. If a Registration Default occurs after a Holder has converted its Initial Securities into Common Stock, such Holder will not be entitled to any Additional Interest with respect to such Common Stock.
(b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-post effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-post effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus to describe such eventsevents as required by paragraph 2(h) hereof; provided, however, that in any case if such Registration Default occurs for a continuous period that exceeds 60 days in excess any 100-day period or on aggregate of 45 days100 days in any 12-month period, Additional Interest shall be payable in accordance with the above paragraph 5(a) from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below being herein referred to as a “"Registration Default”:"):
(i) If by April 12, 2004, neither the Exchange Offer Registration Statement has not been filed with the Commission or if the nor a Shelf Registration Statement has not been filed with the Commission on or prior to 30 days before the 120th day after the Issue Date (or if such filing obligation arisesday is not a business day, the first business day thereafter), or September 18, 1998;
(ii) If by July 11, 2004, the Registered Exchange Offer is not declared effective by consummated on or before the Commission or, 180th day after the Issue Date (or if required in lieu thereofsuch day is not a business day, the first business day thereafter), or November 17, 1998;
(iii) if a Shelf Registration Statement is required to be filed under this Agreement, such Shelf Registration Statement is not declared effective by the Commission on or prior before the 210th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or December 17, 1998 (or, in the case of a Shelf Registration Statement required to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails be filed in response to consummate the Registered Exchange Offer within 30 business days any change in applicable interpretation of the Effectiveness Target Date with respect to Commission, if later, on or before the Exchange Offer Registration Statement90th day after publication of such change); or
(iv) If after either the Exchange Offer if a Shelf Registration Statement or is required to be filed under this Agreement, and after the Shelf Registration Statement is declared effective (A) and during the period that the Company is required to use its reasonable best efforts to keep the Shelf Registration Statement effective as provided in Section 2(a), such Shelf Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases effective and continues not to be usable effective (except as permitted in paragraph (b) below) other than in connection with resales the consummation of Transfer Restricted Securities during the periods specified hereinRegistered Exchange Offer, as contemplated by the last sentence of Section 2(a)), or the Company shall have suspended and be continuing to suspend 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 be paid accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to each Holder of Securities to but excluding the date on which such Registration Default applieshas been cured, with respect at a rate of (a) prior to the first 90-91st day of such period immediately following the occurrence of the first Registration Default in an amount equal to (for so long as such period is continuing), 0.25% per annum on the applicable Securities held by and (b) thereafter (for so long as such Holderperiod is continuing), 0.50% per annum. The amount of Any such Additional Interest shall increase by an additional 0.25not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum with respect to each subsequent 90-day period until all in the aggregate, regardless of the number of Registration Defaults that shall have been cured, up to a maximum of 1.0% per annumoccurred and be continuing. Following the cure of all Registration Defaults, the accrual of such Additional Interest will cease. All Registration Defaults will be deemed cured upon consummation of the Exchange Offer. Notwithstanding anything to the contrary in this Section 6(a), the Company shall ceasenot be required to pay Additional Interest to any Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the third 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) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities that are Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall will be assessed as follows if any of the following events occur occurs (each such event identified in clauses clause (i), (ii) through or (iviii) below below, a “Registration Default”:"Failure to Register"):
(i) If by April 12the 150th day after the date of the original issue of the Notes (that date of issue, 2004the "Closing Date"), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11the 180th day after the Closing Date, 2004, the Registered Exchange Offer is not declared effective by the Commission orconsummated and, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);Commission; or
(iii) If If, after the Company fails to consummate 180th day after the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If Closing Date, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective effective, (A) such that Registration Statement thereafter ceases to be effectiveeffective prior to completion of the Exchange Offer or the sale of all the Transfer Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be; or (B) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Notes during the periods specified in this Agreement (except as permitted in paragraph (b) belowof this Section 6) because either (1) any event occurs as a result of which the related prospectus forming part of that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in connection the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend that Registration Statement, or supplement the related prospectus, to comply with resales of Transfer Restricted the Securities during Act or the periods specified hereinExchange Act or the respective rules thereunder. Additional Interest shall be paid to accrue on the Notes of each Holder of Securities to which such Registration Default applies, with respect to tranche over and above the first 90-day period immediately following interest set forth in the occurrence title of the first Registration Default in an amount equal Notes of that tranche from and including the date on which any such Failure to 0.25% per annum Register shall occur to but excluding the date on the applicable Securities held by which all such Holder. The amount of Additional Interest shall increase by an additional 0.25% per annum with respect Failures to each subsequent 90-day period until all Registration Defaults Register have been cured, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be is deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default that Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf that Registration Statement to incorporate annual audited financial information with respect to the Company where Company, when such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events, events or developments with respect to the Company or its Affiliates that would need to be described in such Shelf that Registration Statement or the related prospectus prospectus, and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf that Registration Statement and related prospectus to describe those events or, in the case of material developments that the Company determines in good faith must remain confidential for business reasons, the Company is proceeding promptly and in good faith to take such events; providedsteps as are necessary so that those developments need no longer remain confidential, however, that but in any case case, if such Registration Default occurs any Failure to Register (including any referred to in clause (x) or (y), above) continues for a continuous period in excess of 45 days, Additional Interest shall will be payable Payable in accordance with the above paragraph from the day such Registration Default occurs following the last day of that 45-day period until such Registration Default the date on which that Failure to Register is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above payable will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes, in the same manner as the manner in which regular interest is payable. The amount of Additional Interest for any period will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial 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.by
Appears in 1 contract
Samples: Registration Agreement (Cleveland Electric Illuminating Co)
Additional Interest Under Certain Circumstances. (a) Additional cash interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April May 12, 20041997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11September 8, 20041997, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities Notes during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Notes (over and above the interest set forth in the title of Securities to the Notes) from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, with respect to the first 90-day period immediately following the occurrence at a rate of the first Registration Default in an amount equal to 0.250.50% per annum, increasing by 0.50% per annum on the applicable Securities held by 90th day during which such Holder. The amount Registration Default remains uncured and on every 90th day thereafter during the continuation of Additional Interest shall increase by an additional 0.25% per annum with respect any Registration Default and accruing to each subsequent 90-day period until but excluding the date on which all Registration Defaults have been cured; provided, up to a maximum of 1.0that Additional Interest shall not exceed 2.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 30 day period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above accruing on the Notes will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes to the holders of record on the applicable record date. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (FSC Semiconductor Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”"ADDITIONAL INTEREST") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “Registration Default”:"REGISTRATION DEFAULT"):
(i) If by April 12, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days by the 90th day after such filing obligation arisesthe Issue Date;
(ii) If by July 11, 2004, Registered Exchange Offer is the Shelf Registration Statement has not been 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 90 days 180th day after such obligation arises (each an “Effectiveness Target the Issue Date”);; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective; or effective or, (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) useable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified hereinherein because (1) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or 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 be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up at a rate equal to a maximum of 1.0(i) 0.25% per annum. Following annum of the cure principal amount to and including the 90th day following a Registration Default; and (ii) 0.50% per annum of all Registration Defaultsthe principal amount from and after the 91st day following such registration default (collectively, the accrual of Additional Interest shall cease"ADDITIONAL INTEREST RATE").
(b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus so as to describe such eventsevents as required by paragraph 2(h) hereof or so as to otherwise cure the Registration Default referred to in Section 5(a)(iii); provided, however, that in any case if such Registration Default occurs (i) for a continuous period in excess of 45 daysdays in any 90 day period or (ii) for an aggregate of 90 days in any 12 month period, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) In the event, after the effective date of the Shelf Registration Statement, a Holder notifies the Company that it desires to be included as a Selling Stockholder in the Shelf Registration Statement pursuant to Section 1(a) hereof, and in the process of amending or supplementing the Shelf Registration Statement and the related prospectus to include such Holder as a Selling Stockholder, the Securities and Exchange Commission (the "SEC") notifies the Company in writing (the "Notice") that the Company is prohibited from including such Holder as a Selling Stockholder in the Shelf Registration Statement and that the Company must file a new registration statement with the SEC and recommence the registration process (the "New Registration Statement") in order to register such Holder's Securities, the Company will not be deemed to be in Registration Default pursuant to Section 5(a)(iii) hereof from the date the Company receives the Notice until the date the New Registration Statement is declared effective by the SEC; provided, however, that in the event the Company does receive such Notice, the Company will proceed promptly and in good faith to cause such New Registration Statement to be declared effective.
(d) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesSecurities (as set forth in the Indenture). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, further multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
(e) All obligations of the Company set forth in this Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “"Registration Default”":
(i) If by April 12December 13, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if Commission, then commencing on December 13, 2004, Additional Interest shall accrue on the Shelf Registration Statement has not been filed with principal amount of the Commission on or prior to 30 Notes at a rate of 0.25% per annum for the first 90 days after immediately following each such filing obligation arisesdate, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) If by July 11April 22, 20042005, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission Commission, then, commencing on or prior to April 22, 2005, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days after immediately following such obligation arises (date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementsubsequent 90-day period; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified herein. herein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, then Additional Interest shall be paid to each Holder of Securities to which such Registration Default applies, with respect to accrue on the first 90-day period immediately following the occurrence principal amount of the first Registration Default in an amount equal to Notes at a rate of 0.25% per annum for the first 90 days commencing on the applicable Securities held by date such Holder. The amount of registration statement ceases to be effective or ceases to be usable, such Additional Interest shall increase rate increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until period; provided, however, that Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed 0.50% per annum; provided, further, however, that upon the cessation of a Registration Default pursuant to any of the foregoing clauses (i)-(iii), Additional Interest on the Notes as a result of such clause shall cease to accrue. Such Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to an Exchange Offer Registration Statement or the related prospectus or a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, as the case may be, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12June 10, 20041998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11September 8, 20041998, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effectiveeffective (other than to the extent permitted by Section 2(b)(II) or 3(b)(ii)-(v) hereof); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum, increasing by 0.50% per annum at the end of each 90-day period thereafter, calculated on the principal amount of the Notes as of the day on which such interest is payable; provided, however, that in no event shall such Additional Interest exceed 1.00% per annum. Following Upon consummation of an Exchange Offer or the cure effectiveness of all a Shelf Registration DefaultsStatement, the accrual interest rate of Additional Interest shall ceasethe Securities will revert to the rates respectively set forth in the title of the Securities.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) a Suspension Period not to exceed 45 days in any 12-month period pursuant to Section 2(b) and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”":
(i) If by April 12August 29, 20042001, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11October 29, 20042001, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day date on which all such Registration Defaults have been cured (such period immediately following shall be referred to herein as the occurrence of the first "Registration Default in an amount equal to Period"), at a rate of 0.25% per annum on for the applicable Securities held by such Holder. The amount first 90 days of Additional Interest shall increase by an additional 0.25the Registration Default period and at a rate of 0.50% per annum with respect to each subsequent 90-day thereafter for the remaining period until all of the Registration Defaults have been cured, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall ceaseDefault Period.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.Initial
Appears in 1 contract
Samples: Registration Rights Agreement (Fiber Glass Systems Lp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below a “Registration Default”:):
(i) If by April 12November 8, 20042016, neither the Exchange Offer Registration Statement has not been filed with the Commission or 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 orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(ivii) 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 (bby Section 6(b) belowhereof) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the principal amount of Initial Securities to over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 in an amount equal to 0.25% per annum on the applicable Securities held by such Holder. The amount of Additional Interest shall increase and by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum Additional Interest rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Except as set forth in paragraph 5(b), Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below being herein called a “"Registration Default”:"):
(i) If by April 12if after the 90th day after the first date of original issuance of the Debentures, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11, 2004, Registered Exchange Offer is not declared effective by if after the Commission or, if required in lieu thereof180th day after the first date of original issuance of the Debentures, the Shelf Registration Statement is has not been declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);Commission; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such the Shelf Registration Statement thereafter ceases to be effective; or (B) such the Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein. Additional Interest shall be paid to each Holder of Securities to which such Registration Default applies, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such Holder. The amount of 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, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
herein because either (b1) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely any event occurs as a result of (x) which the filing related prospectus forming part of a post-effective amendment to such Shelf Registration Statement would include any untrue statement of a material fact or omit to incorporate annual audited financial information with respect state any material fact necessary to make the Company where such post-effective amendment is statements therein in the light of the circumstances under which they were made not yet effective and needs to be declared effective to permit Holders to use the related prospectus misleading, or (y2) other material events, with respect it shall be necessary to the Company that would need to be described in amend such Shelf Registration Statement or supplement the related prospectus and (ii) in the case of clause (y)prospectus, the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance comply with the above paragraph from Securities Act or the day such Registration Default occurs until such Registration Default is curedExchange Act or the respective rules thereunder.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”:
(i) If by April 12July 24, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11November 22, 2004, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) belowof this Section 6) in connection with resales of Transfer Restricted Securities Notes during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Notes over and above the interest set forth in the title of Securities to the Notes from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of of:
(xi) 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 eventsprospectus; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the Section 6(a) above paragraph from the day such Registration Default occurs until such Registration Default is cured; or
(ii) the occurrence of a Suspension Period; provided, however, that if, prior to the 30th day of any such Suspension Period, suspension has not been terminated or all such Suspension Periods exceed an aggregate of 60 days in any 360 day period; Additional Interest shall be payable in accordance with Section 6(a) above from such 30th or 60th day, as the case may be.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”:
(i) If by April 12March 19, 20042003, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11May 19, 20042003, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day date on which all such Registration Defaults have been cured (such period immediately following shall be referred to herein as the occurrence of the first “Registration Default in an amount equal to Period”), at a rate of 0.25% per annum on for the applicable Securities held by such Holder. The amount first 90 days of Additional Interest shall increase by an additional 0.25the Registration Default period and at a rate of 0.50% per annum with respect to each subsequent 90-day thereafter for the remaining period until all of the Registration Defaults have been cured, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall ceaseDefault Period.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Environmental Procedures Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities and the Private Exchange Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12If, 2004on 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 filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11If, 2004on November 8, 1999 (180 days after the issue date of the Initial Securities), neither the Registered Exchange Offer is not declared effective by the Commission orconsummated with respect to all Initial Securities tendered as of such date nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);Commission; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If after November 8, 1999, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; , except, in the case of the 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) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities and the Private Exchange Notes over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 in an amount equal to 0.25% per annum on the applicable Securities held by such HolderDefault. The amount of Additional Interest Rate shall increase by an additional 0.250.50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.02.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesSecurities 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 (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12August 18, 20041997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11December 15, 20041997, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities Notes during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Notes over and above the interest set forth in the title of Securities to the Notes from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (ai) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed Notes will accrue as follows if any of the following events occur occurs (each such event identified in clauses clause (iA), (B) through or (ivC) below below, a “Registration Default”:"Failure to Register"):
(iA) If by April 12the 150th day after the date of the original issue of the Initial Notes (that date of issue, 2004the "Closing Date"), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(iiB) If by July 11the 180th day after the Closing Date, 2004, the Registered Exchange Offer is not declared effective by the Commission orconsummated and, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(ivC) If If, after the 180th day after the Closing Date, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective effective, (A1) such that Registration Statement thereafter ceases to be effectiveeffective prior to completion of the Exchange Offer or the sale of all the Transfer Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be; or (B2) such that Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Notes during the periods specified in the Registration Agreement (except as permitted in paragraph (bii) belowof this paragraph (e)) in connection with resales of Transfer Restricted Securities during the periods specified herein. Additional Interest shall be paid to each Holder of Securities to which such Registration Default applies, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such Holder. The amount of 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, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
because either (bx) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely any event occurs as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use which the related prospectus forming part of that Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (y) other material events, with respect to the Company that would need to it shall 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 necessary to amend or supplement such Shelf that Registration Statement and related prospectus to describe such events; providedStatement, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.or
Appears in 1 contract
Samples: First Supplemental Indenture (Cleveland Electric Illuminating Co)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur occurs (each such event in clauses (i) through (iv) below a “"Registration Default”:"):
(i) If by April 12, 2004, the Exchange Offer Registration Statement has not been filed with the Commission on or if prior to 90 days after the Issue Date or the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesthe Shelf Filing Date;
(ii) If by July 11, 2004, the Registered Exchange Offer is has not been declared effective by within 180 days after the Commission or, if required in lieu thereof, Issue Date or the Shelf Registration Statement is has not been declared effective by the Commission on or prior to 90 within 180 days after such obligation arises (each an “Effectiveness Target the Shelf Filing Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business has not been consummated with 210 days of the Effectiveness Target Date with respect to the Exchange Offer Issue Date; provided, that a Shelf Registration StatementStatement has not been declared effective; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include a untrue statement of a material fact or omit to state a material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, with respect to the first 90-day period immediately following the occurrence at a rate of the first Registration Default in an amount equal to 0.25% per annum on for the applicable Securities held by first 90 days immediately following each such Holder. The amount of Filing Date, and such Additional Interest shall increase by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum provided however, that the rate of 1.0Additional Interest that may accrue on the Initial Securities may not exceed in the aggregate 1.00% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”":
(i) If by April 1222, 20041998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 1121, 20041998, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but until and excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or prospectus, (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus or (z) a Suspension Period not to exceed 45 days in any 12-month period pursuant to Section 2(b) and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Prestolite Electric Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below below, a “"Registration Default”:"):
(i) If by April 12September 22, 20041997, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, each with respect to a series of Notes, has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11February 3, 20041998, the relevant Registered Exchange Offer is not declared effective by the Commission orconsummated and, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (Commission, each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementa series of Notes; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement Statement, each with respect to a series of Notes, is declared effective (A) such Registration Statement thereafter ceases to be effectiveeffective (except as permitted in paragraph (b)); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the applicable Notes and any Private Exchange Securities exchanged therefor at a rate of Securities to 0.50% per annum (the "Additional Interest Rate") over and above the interest set forth in the title of the Notes from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the date on which all such Registration Defaults as to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the applicable relevant Securities held by such Holder. The amount of 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, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such purported Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; providedPROVIDED, howeverHOWEVER, that if such purported Registration Default occurs in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured or until the Company is no longer required pursuant to this Agreement to keep such Registration Statement effective or such Registration Statement or related prospectus usable.
(c) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such the Additional Interest rate Rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Navigator Gas Iom I-E LTD)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”:):
(i) If by April 1260 days after the consummation of the Merger, 2004, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11240 days after the consummation of the Merger, 2004, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Pilgrims Pride Corp)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12August 2, 20041999 (90 days after the Issue Date), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11November 29, 20041999 (210 days after the Issue Date), neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effective; effective or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, with respect to at a rate of 0.25% per annum (the "Additional Interest Rate") for the first 90-90- day period immediately following the occurrence of the first such Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such HolderDefault. The amount of Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each any subsequent period after such first 90-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) 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 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, 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 (Homes America of Wyoming Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (iclausesE(i) through (iviii) below a “"Registration Default”":
(i) If by April 12AprilE27, 20041996, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11AugustE10, 20041996, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) belowparagraphE(b)) in connection with resales of Transfer Restricted Securities Notes during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Notes over and above the interest set forth in the title of Securities to the Notes from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (yclauseE(y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days45Edays, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 45Eday period until the date on which such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Shared Technologies Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"): 18 18
(i) If by April 12June 5, 20041998, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11September 18, 20041998, the Registered Exchange Offer is not declared effective by the Commission orconsummated and, if required in lieu thereofapplicable, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective (A) such Registration Statement thereafter ceases to be effectiveeffective (except as permitted in paragraph (b)); or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to accrue on the Notes and any Private Exchange Notes over and above the interest set forth in the title of the Notes in each Holder of Securities to case from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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, up to at a maximum rate of 1.00.50% per annum. Following annum (the cure of all Registration Defaults, the accrual of "Additional Interest Rate"). Notice of any such Registration Default or its cure shall ceasebe given by the Issuer to the Trustee as soon as practicable following the occurrence of any such event.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such purported Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus prospectus, or (y) the occurrence of other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents if the Company has 19 19 determined in good faith that there are no material commercial impediments in so doing; provided, however, that in any case if such purported Registration Default occurs for a continuous period in excess of 45 days, . Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 6(a) 6 above will be payable in cash on the scheduled regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such 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 (Ixc Communications Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”:):
(i) If by April 12the 180th day after the Issue Date (or if the 180th day is not a business day, 2004the first business day thereafter), neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11the 260th day after the Issue Date (or if the 260th day is not a business day, 2004the first business day thereafter), Registered neither the Exchange Offer is not declared effective by the Commission or, if required in lieu thereof, Registration Statement nor the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to each Holder but excluding the date on which all such Registration Defaults have been cured, at a rate of Securities (i) 0.25% per annum, from and including the date on which any such Registration Default shall occur to and including the 90th day following the date on which such Registration Default appliesoccurred; and (ii) 0.50% per annum, with respect to from and including the first 90-91st day period immediately following the occurrence of the first date on which any such Registration Default in an amount equal occurred to 0.25% per annum but excluding the date on the applicable Securities held by such Holder. The amount of Additional Interest shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until which all Registration Defaults have been cured, up to a maximum of 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”:):
(i) If by April 12, 2004, the Exchange Offer any Registration Statement has (other than a Market Making Registration Statement) required by this Agreement is not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesthe applicable Filing Deadline;
(ii) If by July 11, 2004, Registered Exchange Offer is not declared effective by the Commission or, if required in lieu thereof, the Shelf any Registration Statement (other than a Market Making Registration Statement) required by this Agreement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “the applicable Effectiveness Target Date”)Deadline;
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect has not been consummated on or prior to the Exchange Offer Registration StatementConsummation Deadline; or
(iv) If after either the Exchange Offer any Registration Statement or the Shelf (other than a Market Making Registration Statement is Statement) required by this Agreement has been declared 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) below) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the earlier of (x) the date on which all such Registration Defaults have been cured and (y) the date the Company’s obligation to keep the Registration Statement effective ceases under Section 2(b) hereof, 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 in an amount equal to 0.25% per annum on the applicable Securities held by such HolderDefault. The amount of 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, up to a maximum Additional Interest Rate of 1.01.00% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a7(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, 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 (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”:
(i) If by April 12, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement required by this Agreement 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 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective but (A) such Shelf Registration Statement thereafter ceases to be effective; effective or (B) such Shelf Registration Statement or the related prospectus ceases to be usable (except as permitted set forth in paragraph (bSection 5(b) belowhereof) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder (a "Registration Default"). The foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall be paid to each Holder accrue on the Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, with respect to at a rate of 0.25% per annum (the first 90"Additional Interest Rate") for each 60-day period immediately following the occurrence of the first such Registration Default in an amount equal to 0.25% per annum on the applicable Securities held by such HolderDefault. The amount of Additional Interest Rate shall increase by an additional 0.25% per annum with respect to each subsequent 9060-day period until all Registration Defaults have been cured, up to a maximum Additional Interest Rate of 1.02.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B5(a) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 40 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates dates, but only with respect to the Initial SecuritiesSecurities to which such Registration Default applies. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial Securities, Securities to which such Registration Default applies 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 (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below a “Registration Default”:):
(i) If by April 12June 25, 20042018, neither the Exchange Offer Registration Statement has not been filed with the Commission or 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 orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on (or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iiibecomes automatically) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statementeffective; or
(ivii) 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 (bby Section 6(b) belowhereof) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein 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 Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the principal amount of Initial Securities to over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 in an amount equal to 0.25% per annum on the applicable Securities held by such Holder. The amount of Additional Interest shall increase and by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum Additional Interest rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12March 31, 20041999, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 1121, 20041999, neither the Registered Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the Initial Securities over and above the interest set forth in the title of the Securities to from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence earlier of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which (i) all such Holder. The amount of 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 curedcured and (ii) the Initial Securities no longer constitute Transfer Restricted Securities, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “Registration Default”:"Failure to Register"):
(i) If by April 12July 6, 20041997, neither the Exchange Offer Registration Statement nor a Shelf Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days after such filing obligation arisesCommission;
(ii) If by July 11October 19, 20041997, Registered neither the Registration Exchange Offer is not declared effective by the Commission orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);Commission; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If If, after November 18, 1997, and after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective effective, (A) such A)_such Registration Statement thereafter ceases to be effectiveeffective prior to completion of the Exchange Offer or the sale of all the Transferred Restricted Notes registered pursuant to the Shelf Registration Statement, as the case may be (except upon termination of the period specified in Section 2(j) hereof or as permitted in paragraph (b) of this Section 6); or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Notes during the periods specified in this Agreement (except as permitted in paragraph (b) belowof this Section 6) 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 connection the light of the circumstances under which they were made not misleading or (2) it shall be necessary to amend such Registration Statement, or supplement the related prospectus, to comply with resales of Transfer Restricted the Securities during Act or the periods specified hereinExchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder of Securities to which such Registration Default applies, with respect to accrue on the first 90-day period immediately following Notes over and above the occurrence interest set forth in the title of the first Registration Default in an amount equal Notes from and including the date on which any such Failure to 0.25% per annum Register shall occur to but excluding the date on the applicable Securities held by which all such Holder. The amount of Additional Interest shall increase by an additional 0.25% per annum with respect Failures to each subsequent 90-day period until all Registration Defaults Register have been cured, up to at a maximum rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default Failure to Register referred to in Section 6(a)(iv)(B6(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default Failure to Register has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company and the Guarantors where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) the occurrence of other material events, events or developments with respect to the Company or any Guarantor 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 and the Guarantors are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such eventsevents or, in the case of material developments that the Company and the Guarantors determine in good faith must remain confidential for business reasons, the Company and the Guarantors are proceeding promptly and in good faith to take such steps as are necessary so that such developments need no longer remain confidential; providedPROVIDED, howeverHOWEVER, that in any case case, if such Registration Default Failure to Register occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day following such Registration Default occurs 45 day period until the date on which such Registration Default Failure to Register is cured.
(c) Any amounts of Additional Interest due pursuant to clause (ia)(i), (ii), (iiia)(ii) or (iva)(iii) of Section 6(a) 6 above will be payable in cash on the regular interest payment dates with respect to the Initial SecuritiesNotes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial SecuritiesNotes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Mobile Field Office Co)
Additional Interest Under Certain Circumstances. (a) Additional The Company shall pay additional interest (the “"Additional Interest”") with respect to the Initial holders of Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12, 2004, the Exchange Offer Registration Statement has not been filed with the Commission or if the Shelf Registration Statement has not been filed with the Commission on or prior to 30 days by the 90th day after such filing obligation arisesthe Closing Date;
(ii) If by July 11, 2004, Registered Exchange Offer is the Shelf Registration Statement has not been 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 90 days 210th day after such obligation arises (each an “Effectiveness Target the Closing Date”);; or
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or
(iv) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective by the Commission but (A) such the Shelf Registration Statement thereafter ceases to be effective; effective or (B) such the Shelf Registration Statement or the related prospectus Prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified hereinherein because either (1) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or 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. The Company shall pay Additional Interest shall be paid to each Holder the Holders of the Notes that are Transfer Restricted Securities to over and above the interest set forth in the title of the Notes from and including the date on which any such Registration Default applies, with respect shall occur to but excluding the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum date on the applicable Securities held by which all such Holder. The amount of 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; provided, up that in no event shall the Company be obligated to a maximum pay Additional Interest following the expiration of 1.0% per annum. Following the cure of all Shelf Registration DefaultsPeriod; and provided further, the accrual of however, that no such Additional Interest shall ceaseaccrue for or during any Suspension Period. Additional Interest will accrue at a rate of (a) 0.25% of the principal amount of such Notes per annum to and including the 90th day following the occurrence of such Registration Default and (b) 0.50% of the principal amount of such Notes per annum from and after the 91st day following such Registration Default (such interest rates pursuant to clauses (a) and (b), the "Additional Interest Rate") No additional interest will accrue on any shares of Common Stock into which Notes have been converted.
(b) A Registration Default referred to in Section 6(a)(iv)(B5(a)(iii) hereof shall be deemed not to have occurred and be continuing in relation to a the Shelf Registration Statement or the related prospectus Prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such the Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Notice Holders to use the related prospectus Prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus Prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such the Shelf Registration Statement and related prospectus Prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is curedcured but in no event shall Additional Interest accrue for or during any Suspension Period.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iiiSection 5(a) or (iv) of Section 6(a) above will be payable in cash semiannually in arrears on May 1 and November 1 (each, an " Interest Payment Date ") to Holders of record of the applicable Notes on the regular interest payment dates with respect to the Initial Securitiespreceding April 15 and October 15. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate Rate by the principal amount of the Initial SecuritiesNotes, 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 360-360 day year comprised of twelve 30-day months), and the denominator of which is 360. If a Holder converts its Notes, all Additional Interest, if any, that has accrued since the Interest Payment Date last preceding the date of conversion will be deemed to be paid in full upon such conversion, and no separate payment will be made by the Company upon conversion on account of such Additional Interest.
Appears in 1 contract
Samples: Registration Rights Agreement (C&d Technologies Inc)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities that are Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (ivii) below being herein referred to as a “"Registration Default”:"):
(i) If by April 12, 2004, neither the Exchange Offer Registration Statement has not been filed with the Commission or if the nor a Shelf Registration Statement has not been filed with the Commission on or prior to 30 days before the 180th day after the Issue Date (or if such filing obligation arisesday is not a business day, the first business day thereafter), or October 27, 1998;
(ii) If by July 11, 2004, the Registered Exchange Offer is not declared effective by consummated on or before the Commission or, 240th day after the Issue Date (or if required in lieu thereofsuch day is not a business day, the first business day thereafter), or December 28, 1998;
(iii) if a Shelf Registration Statement is required to be filed under this Agreement, such Shelf Registration Statement is not declared effective by the Commission on or prior before the 270th day after the Issue Date (or if such day is not a business day, the first business day thereafter), or January 25, 1999 (or, in the case of a Shelf Registration Statement required to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails be filed in response to consummate the Registered Exchange Offer within 30 business days any change in applicable interpretation of the Effectiveness Target Date with respect to Commission, if later, on or before the Exchange Offer Registration Statement90th day after publication of such change); or
(iv) If after either the Exchange Offer if a Shelf Registration Statement or is required to be filed under this Agreement, and after the Shelf Registration Statement is declared effective (A) and during the period that the Company is required to use its reasonable best efforts to keep the Shelf Registration Statement effective as provided in Section 2(a), such Shelf Registration Statement thereafter ceases to be effective; or (B) such Registration Statement or the related prospectus ceases effective and continues not to be usable effective (except as permitted in paragraph (b) below) other than in connection with resales the consummation of Transfer Restricted Securities during the periods specified hereinRegistered Exchange Offer, as contemplated by the last sentence of Section 2(a)), or the Company shall have suspended and be continuing to suspend 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 be paid accrue on the Initial Securities that are Transfer Restricted Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to each Holder of Securities to but excluding the date on which such Registration Default applieshas been cured, with respect at a rate of (a) prior to the first 90-91st day of such period immediately following the occurrence of the first Registration Default in an amount equal to (for so long as such period is continuing), 0.25% per annum on the applicable Securities held by and (b) thereafter (for so long as such Holderperiod is continuing), 0.50% per annum. The amount of Any such Additional Interest shall increase by an additional 0.25not exceed such respective rates for such respective periods, and shall not in any event exceed 0.50% per annum with respect to each subsequent 90-day period until all in the aggregate, regardless of the number of Registration Defaults that shall have been cured, up to a maximum of 1.0% per annumoccurred and be continuing. Following the cure of all Registration Defaults, the accrual of such Additional Interest will cease. All Registration Defaults will be deemed cured upon consummation of the Exchange Offer. Notwithstanding anything to the contrary in this Section 6(a), the Company shall ceasenot be required to pay Additional Interest to any Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the third 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) A Registration Default referred to in Section 6(a)(iv)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (iv) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities that are Transfer Restricted Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Jafra Cosmetics International Sa De Cv)
Additional Interest Under Certain Circumstances. (a) Additional interest (the “"Additional Interest”") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iviii) below a “"Registration Default”:"):
(i) If by April 12December 28, 20041997, the Exchange Offer Registration Statement has not been filed with the Commission or Commission;
(ii) If by June 16, 1998, the Registered Exchange Offer has not been consummated or, if required in lieu thereof by August 5, 1998, 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 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(iviii) If after either the Exchange Offer Registration Statement or the Shelf Registration Statement 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 (except as permitted in paragraph (b) below)) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to each Holder but excluding the date on which all such Registration Defaults have been cured at a rate of Securities to 0.25% per annum during the 90-day period following the date on which such Registration Default applieshas occurred, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to which rate shall increase by 0.25% per annum on the applicable Securities held by such Holder. The amount of Additional Interest shall increase by an additional 0.25% per annum with respect to for each subsequent 90-day period until all Registration Defaults have been curedperiod; PROVIDED, up to a maximum of HOWEVER, that the rate at which Additional Interest accrues shall not exceed 1.0% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(iii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company Issuers 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 Issuers that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is Issuers are proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 30 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due Due pursuant to clause (i), (ii), (iii) or (iviii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any either of the following events occur occurs (each such event in clauses (i) through and (ivii) below a “Registration Default”:):
(i) If by April 12August 20, 20042016, neither the Exchange Offer Registration Statement has not been filed with the Commission or 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 orconsummated nor, if required in lieu thereof, the Shelf Registration Statement is not declared effective by the Commission on or prior to 90 days after such obligation arises (each an “Effectiveness Target Date”);
(iii) If the Company fails to consummate the Registered Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration StatementCommission; or
(ivii) 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 (bby Section 6(b) belowhereof) in connection with resales of Transfer Restricted Securities during the periods specified hereinherein because either (1) any event occurs as a result of which the related prospectus forming part of such Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder. Additional Interest shall be paid to each Holder accrue on the principal amount of Initial Securities to over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default appliesshall occur to but excluding the date on which all such Registration Defaults have been cured, 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 in an amount equal to 0.25% per annum on the applicable Securities held by such Holder. The amount of Additional Interest shall increase and by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum Additional Interest rate of 1.00.50% per annum. Following the cure of all Registration Defaults, the accrual of Additional Interest shall cease.
(b) A Registration Default referred to in Section 6(a)(iv)(B6(a)(ii)(B) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, events with respect to the Company that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), the Company is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such Registration Default occurs for a continuous period in excess of 45 days, Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.
(c) Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii) or (ivii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Securities. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
