Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 2 contracts
Samples: Purchase Agreement (Birchwood Manor Inc), Registration Rights Agreement (Healthcare Construction Corp)
Additional Interest. (a) The parties hereto agree that Holder of this Security is entitled to the Holders benefits of Transfer Restricted Securities will suffer damages if the Company a Senior Note Registration Rights Agreement, dated as of August 29, 2003, among Dex Media West LLC, Dex Media West Finance, and the Guarantors fail to fulfill their obligations under Section 1 or Section 2Initial Purchasers named therein and, as applicableof the Acquisition Date, and Dex Media West (the "Registration Agreement"). Capitalized terms used in this paragraph (b) but not defined herein have the meanings assigned to them in the Registration Agreement. As more fully set forth therein, the Registration Agreement provides that it would not be feasible to ascertain in the extent of such damages. Accordingly, if (i) event that the Exchange Offer Registration Statement is not filed with completed or, if required by the Commission on or prior to 90 days after terms of the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing DateAgreement, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date270th day following the Acquisition, the interest rate on the Registrable Securities will be increased by 0.25% per annum for the first 90-day period and will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the Exchange Offer is completed or (iv) the Shelf Registration Statement, if required thereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act; provided, however, that in no event will such additional interest exceed 1.00%. If the Shelf Registration Statement is filed and has been declared effective within 90 days after the Shelf Filing Date but shall and thereafter cease either ceases to be effective (or the Prospectus contained therein ceases to be usable at any time that during the Company Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 60 consecutive days or more than 90 days (whether or not consecutive) in any 12-month period, then the Guarantors are obligated to maintain interest rate on the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors Registrable Securities will be jointly increased by 1.00% per annum commencing on the 61st or 91st day in such 12-month period and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more ending on such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) date that the Shelf Registration Statement is has again been declared effective or (iv) the Shelf Registration Statement Prospectus again becomes effectiveusable; provided that, as the case may be, which rate in no event will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for together with additional interest will not from the previous sentence, if any, exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities1.00%. All accrued additional interest will shall be paid to each Holder Holders in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that which correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will shall cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance The Trustee shall have no responsibility with the Shelf Registration Statement or (iii) the date on which such Security is distributed respect to the public pursuant to Rule 144 under determination of the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay amount of any such additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)interest.
Appears in 2 contracts
Samples: Indenture (Dex Media West LLC), Indenture (Dex Media Inc)
Additional Interest. (a) The parties hereto agree Partnership, the Parent and each Subsidiary Guarantor acknowledges and agrees that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and Partnership, the Guarantors fail Parent or any Subsidiary Guarantor fails to fulfill their its material obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if if:
(i) (A) the Exchange Offer Registration Statement is not filed with the Commission SEC on or prior to 90 the Filing Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the later of the Filing Date and 30 days after the Issue obligation to file such Shelf Registration arises; or
(A) neither the Exchange Registration Statement nor a Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Partnership has consummated or will consummate an Exchange Offer, the Partnership is required to file a Shelf Registration Statement is not filed with the Commission on or before the and such Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days after the Issue Date, or 60th day following the date such Shelf Registration was filed; or
(iviii) (A) the Shelf Registration Statement is filed and declared effective within 90 days after Partnership has not exchanged the Shelf Filing Date but shall thereafter cease to be effective (at any time that Notes for Exchange Notes, for all Notes validly tendered in accordance with the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder terms of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer on or prior to the 30th Business Day after the date on which the Exchange Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is was declared effective or (ivB) if applicable, the Shelf Registration Statement again becomes effective, as has been declared effective and such Shelf Registration ceases to be effective at any time prior to the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrueEffectiveness Period; provided that the rate Partnership, the Parent and the Subsidiary Guarantors will be permitted to suspend the use of the prospectus that is part of the Shelf Registration if its management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and similar events or filings with the SEC, for a period not to exceed 30 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest will not exceed $0.15 per week per $1,000 (“Additional Interest”) shall accrue on the principal amount of Transfer Restricted Securitiesthe Notes at a rate of 0.50% per annum for the first 90 days commencing on the day following the Registration Default, and increasing to 1.00% thereafter, to but excluding the day on which the Registration Default has been cured. All accrued additional interest Additional Interest will be paid to each Holder semi-annually in arrears with the same manner as interest payments payment due on the Transfer Restricted Securities on semi-annual payment dates that correspond to first interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) date following the date on which such Security has been exchanged for a freely transferable Exchange Security additional Additional Interest begins to accrue; provided, however, that (a) the Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and in no event will Additional Interest accrue after the Registered Exchange OfferEffectiveness Period, (iib) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Partnership and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Partnership shall notify the Trustee within 3 Business Days after each and every date on which such Security has been effectively registered under the Securities Act and disposed an event occurs in respect of in accordance with the Shelf Registration Statement or (iii) the date on which such Security Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or (a)(iii) of this Section 4(n)4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tarantula Ventures LLC), Registration Rights Agreement (Dupont Fabros Technology, Inc.)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.25% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 90th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate 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 in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each April 1 and October 1 (to the holders of record on the March 15 and September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Ex- change Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period, then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 226th day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Sec- tion 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each August 1 and February 1 (to the holders of record on the July 15 and January 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nb Finance Corp), Purchase Agreement (Nb Finance Corp)
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (ivy) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement is filed and declared which had ceased to remain effective within 90 days after (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Filing Date but Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall thereafter cease to be effective (at accrue. It being understood and agreed that, notwithstanding any time that provision to the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days contrary, so long as any Registrable Security is then covered by an additional effective Shelf Registration Statement filed Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day after each and declared effective every date on which an event occurs in respect of which Additional Interest is required to be paid (each such event referred to in clauses (i) through (iv), a an "Registration DefaultEvent Date"). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the Company and benefit of the Guarantors Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during determined by multiplying the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities held of such Holders, multiplied by a fraction, the numerator of which is the number of days such Holder until Additional Interest rate was applicable during such period (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement is filed, (ii) the or Exchange Offer Registration Statement is to be filed or declared effective and the Registered Exchange Offer is consummatedeffective, (iii) the or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 2 contracts
Samples: Registration Rights Agreement (Navistar International Corp /De/New), Registration Rights Agreement (Navistar International Corp /De/New)
Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if If (i) by the Exchange Date the Exchange Offer has not been Consummated, (ii) by the requisite time after the Shelf Filing Deadline any Shelf Registration Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the Commission or (iii) any Registration Statement required by this Agreement has been declared effective (or automatically becomes effective) but ceases to be effective at any time at which it is required to be effective under this Agreement for more than 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective Suspension Period (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), the Company hereby agrees that the interest rate borne by the Initial Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for each subsequent 90-day period, in each case for the period of occurrence of the Registration Default (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (A) the cure of all Registration Defaults relating to the particular Initial Securities (or, in the case of a failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (B) the second anniversary of the Closing Date (plus additional time equal to any period when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate on the Initial Securities will revert to the original rate; provided, however, that, if after any reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. In no event will Additional Interest accrue under more than one of the foregoing clauses (i), (ii) and (iii) at any one time. All obligations of the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second preceding paragraph that are outstanding with respect to last paragraph of Section 1 or failed to provide any Initial Security at the information required time such security ceases to be provided by it, if any, pursuant a Initial Security shall survive until such time as all such obligations with respect to Section 4(n)such security shall have been satisfied in full.
Appears in 2 contracts
Samples: Registration Rights Agreement (Laredo Petroleum Holdings, Inc.), Registration Rights Agreement (Laredo Petroleum, Inc.)
Additional Interest. (a) The parties hereto agree Company and each Guarantor acknowledges and agrees that the Holders of Transfer Restricted Entitled Securities will suffer damages if the Company and the Guarantors fail or any Guarantor fails to fulfill their its material obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company and the Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is not filed with declared effective by the Commission on or prior to 90 days after the Issue Effectiveness Target Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Effectiveness Target Date, as applicable, Additional Interest shall accrue on the Entitled Securities outstanding over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days immediately following the Effectiveness Target Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Exchange Consummation Target Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed Entitled Securities outstanding over and declared effective within above any stated interest at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days Exchange Consummation Target Date, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective 0.25% per annum at the beginning of each subsequent 90-day period;
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (iiA) the Exchange Offer Registration Statement is declared effective by the Commission and such Exchange Offer Registration Statement ceases to be effective or usable at any time prior to the Registered time that the Exchange Offer is consummated, or (iiiB) the if applicable, a Shelf Registration Statement is has been declared effective or (iv) by the Commission and such Shelf Registration Statement again becomes ceases to be effective or usable at any time prior to the first anniversary of its effective date (other than such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the Entitled Securities outstanding, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Entitled Securities outstanding commencing on (y) the date the Exchange Offer Registration Statement ceases to be effective, as in the case may beof clause (A) above, which or (z) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate will be increased increasing by an additional $ 0.05 0.25% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each such subsequent 90-day period period; provided, however, that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest Additional Interest will not exceed $0.15 per week per $1,000 principal amount accrue under more than one of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: foregoing clauses (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer), (ii) and (iii) at any one time; and provided, further, that the date maximum Additional Interest rate on which such Security has been effectively registered under the Entitled Securities Act and disposed outstanding may not exceed at any one time in the aggregate 1.00% per annum; provided further, that (1) upon the effectiveness of in accordance with the Exchange Offer Registration Statement or Initial Shelf Registration Statement or (iiiin the case of clause (i) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(aabove), neither (2) upon the Company nor consummation of the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth Exchange Offer (in the second to last paragraph case of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).clause
Appears in 2 contracts
Samples: Registration Rights Agreement (Lantheus Medical Imaging, Inc.), Registration Rights Agreement (Lantheus MI Intermediate, Inc.)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.25% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 90th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate 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 in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each April 15 and October 15 (to the holders of record on the April 1 and October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (Omega Healthcare Investors Inc), Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if the Exchange Offer Registration Statement is has not been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the Effectiveness Date, then commencing on the day after the Issue Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed Notes over and declared effective within above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days Effectiveness Date, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective 0.50% per annum at the beginning of each subsequent 90-day period; and
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer Registration Statement is declared effective and on or prior to the Registered 60th day after the date on which the Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (ivB) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the 150th day after the Issue Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 60th day after the date on which the Exchange Registration Statement again becomes is declared effective, in the case of (A) or (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.5% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), upon the effectiveness of the Initial Shelf Registration (in the case of (iii)(B) above) or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable semi-annually by an additional $ 0.05 per week per $1,000 wire transfer of immediately available funds or by federal funds check on each regular interest payment date specified in the Indenture (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue, subject to Section 2.17 of the Indenture with respect to defaulted interest. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (Packaged Ice Inc), Purchase Agreement (Packaged Ice Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), commencing on the 46th day following delivery of the Shelf Registration Statement is filed Notice, Additional Interest shall accrue on the Registrable Notes over and declared effective within above the stated interest at a rate of 0.50% per annum for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each or such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective45th day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.50% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to accrue; provided the Effectiveness Date applicable thereto or (B) notwithstanding that the rate for additional interest Issuers have consummated or will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iiiii) if (A) the date on which such Security Company has been effectively registered under the Securities Act and disposed of not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (iiiB) and (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.50% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which such Security an event occurs in respect of which Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (Affinity Group Inc), Registration Rights Agreement (Affinity Group Holding, Inc.)
Additional Interest. (a) The parties hereto agree Issuer agrees that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and Issuer fails to fulfill its obligations under Section 2 or Section 8 hereof (except as a result of the Guarantors fail failure of the Holders or any underwriters to fulfill their obligations under Section 1 or Section 2, as applicable, hereunder) and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on Registrable Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) the Exchange Offer if a Demand Registration Statement is has not been filed with the Commission on or prior to its Demand Filing Deadline, then commencing on the day after such Demand Filing Deadline, Additional Interest shall be accrued on the Registrable Notes to be covered by such Demand Registration Statement over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days after immediately following such Demand Filing Deadline, such Additional Interest rate increasing by an additional .25% per annum on the Issue Date or Accreted Value of such Registrable Notes at the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, beginning of each subsequent 90-day period;
(ii) the Exchange Offer if such Demand Registration Statement is has not been declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue such Effectiveness Date, or then commencing on the day after such Effectiveness Date, Additional Interest shall be accrued on the Registrable Notes included in such Demand Registration Statement over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Notes for the first 90 days immediately following the day after such Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Registrable Notes at the beginning of each subsequent 90-day period;
(iii) if a Demand Registration Statement has been declared effective and such Demand Registration Statement ceases to be effective at any time prior to the Termination Date, then Additional Interest shall be accrued on the Registrable Notes affected thereby over and above any other accrued interest at a rate of .25% per annum on the Accreted Value of such Notes for the first 90 days commencing on the day such Registration Statement ceases to be effective, such Additional Interest rate increasing by an additional .25% per annum on the Accreted Value of such Demand Registrable Notes at the beginning of each such subsequent 90-day period;
(iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), if a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will preliminary Offering Memorandum has not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of prepared in accordance with the Shelf Registration Statement provisions of Section 8 on or (iii) prior to its Offering Memorandum Deadline, then commencing on the date on which day after such 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. Notwithstanding anything to the contrary in this Section 3(a)Offering Memorandum Deadline, neither the Company nor the Guarantors Additional Interest shall be required accrued on the Registrable Notes to pay be covered by the Rule 144A Resale proposed in such Rule 144A Notice over and above the accrued interest at a rate of .25% per annum on the Accreted Value of such Registrable Notes for the first 90 days immediately following such Offering Memorandum Deadline, such Additional Interest rate increasing by an additional interest to a Holder .25% per annum on the Accreted Value of Transfer Restricted Securities such Registrable Notes at the beginning of each subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate on any Note may not exceed at any one time in the aggregate 1.0% per annum on the Accreted Value of such Registrable Notes; PROVIDED, FURTHER that Additional Interest shall not accrue if such Holder failed the failure of the Issuer to comply with its obligations hereunder is a result of the failure of the Holders or any underwriters to make fulfill their obligations hereunder; and PROVIDED, FURTHER, that (1) upon the representations set forth filing of a Registration Statement (in the second to last paragraph case of (i) above), (2) upon the effectiveness of a Registration Statement (in the case of (ii) above), (3) upon the effectiveness of a substitute Registration Statement (in the case of (iii) above), or (4) upon the preparation of a preliminary Offering Memorandum in accordance with the provisions of Section 1 8 (except with respect to the requirement that such Offering Memorandum be prepared on or failed before the Offering Memorandum Deadline) (in the case of (iv) above), Additional Interest on such Registrable Notes as a result of such clause shall cease to provide accrue.
(b) The Issuer shall notify the information Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be provided by it, if any, paid. Any amounts of Additional Interest due pursuant to Section 4(n3(a) will accrue semi-annually on each July 1, and January 1 (each an "ADDITIONAL INTEREST PAYMENT DATE"), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined on the basis of a 360-day year comprised of twelve 30-day months. On any Additional Interest Payment Date, to the extent any Additional Interest shall have accrued during the period from the previous Additional Interest Payment Date (the "INTEREST PERIOD") due to the occurrence during such Interest Period of an event described in Section 3(a), the Issuer shall issue a note or notes to the holders on the Additional Interest Payment Date substantially in the form of Exhibit A to the Indenture. The Accreted Value of such notes shall be equal to the Additional Interest accrued during such Interest Period and shall otherwise have the same terms as the Notes.
Appears in 2 contracts
Samples: Registration Rights Agreement (Huntsman International Holdings LLC), Registration Rights Agreement (Huntsman International Holdings LLC)
Additional Interest. (a) The parties hereto Each Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors fail any Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to the Filing Date, then, commencing on the 91st day after the Issue Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 195th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period (unless all the Securities have been sold thereunder), then Additional Interest shall accrue (over and above any interest otherwise payable on or before such Securities) at a rate of 0.50% per annum for the Shelf Filing Date, first 90 days commencing on (iix) the Exchange Offer Registration Statement is not declared effective within 150 days 196th day after the Issue Date with respect to the Securities validly tendered and not exchanged by the Issuers, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on any affected Security may not exceed in the aggregate 1.00% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Securities tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement is not declared which had ceased to remain effective within 90 days (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior Registration which had ceased to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(C) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4(a)), Additional Interest on the affected Securities as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable to the Holders of affected Securities in cash semi-annually on each February 1 and August 1 (to the holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities for each 90of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (Tokheim Corp), Registration Rights Agreement (Tokheim Corp)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 the applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 30 days immediately following each such Filing Date, and such Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 30-day period; or
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 30 days immediately following the day after such Effectiveness Date, and the rate of such Additional Interest shall increase by an additional 0.25% per annum at the beginning of each subsequent 30-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 30 days commencing on the (x) 181st day after such Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest shall increase by an additional 0.25% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue or accumulate on such Notes); provided, however, that the rate of Additional Interest that shall accrue on the Notes may not exceed in the aggregate 1.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Registration Statement or the applicable Shelf Registration Statement is not filed with as required hereunder (in the Commission on or before the Shelf Filing Date, case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable Exchange Offer Registration Statement is not declared effective within 150 days after Notes for all Notes tendered (in the Issue Date case of clause (iii)(A) of this Section 4(a), or upon the effectiveness of the applicable Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior which had ceased to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue or accumulate, as the case may be.
(b) The Issuer shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within three business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semiannually on each March 30 and September 30 (to the holders of record on the March 15 and September 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be increased determined by an additional $ 0.05 per week per $1,000 multiplying the applicable rate of Additional Interest by the principal amount of Transfer Restricted Securities for each 90the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Registration Agreement (Flag Telecom Holdings LTD), Registration Agreement (Flag Telecom Holdings LTD)
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (iA) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the applicable Filing Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the Commission on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day following the Issue Date or (B) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with declared effective but thereafter ceases to be effective at any time during the Commission on or before the Shelf Filing Date, Effectiveness Period (iiexcept as permitted by Section 10(a) the hereof) for a period of 15 consecutive days without being succeeded immediately by an additional Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effectiveStatement, as the case may be, which filed and declared effective, then Additional Interest shall accrue on the principal amount of the Notes at a rate will of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) above, or (y) the 16th day after such Shelf Registration ceases to be increased effective in the case of (B) above, and such Additional Interest rate shall increase by an additional $ 0.05 0.25% per week annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per $1,000 annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Exchange Offer Registration Statement or Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on the interest payment dates specified in the Indenture (to the holders of record as specified in the Indenture), commencing with the first such interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Registration Rights Agreement (International Knife & Saw Inc), Registration Rights Agreement (Icn Pharmaceuticals Inc)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if the Exchange Offer Registration Statement is has not been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the Effectiveness Date, then commencing on the day after the Issue Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed Notes over and declared effective within above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days immediately following the day after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days Effectiveness Date, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective 0.50% per annum at the beginning of each subsequent 90-day period; and
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, Issuer (iiand any then existing Subsidiary Guarantor) has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer Registration Statement is declared effective and on or prior to the Registered 45th day after the date on which the Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (ivB) the Initial Shelf Registration, if required to be filed hereunder, is not declared effective on or prior to the Effectiveness Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Notes over and above any stated interest at a rate of 0.50% per annum of the principal amount of such Notes for the first 90 days commencing on the (x) 60th day after the date on which the Exchange Registration Statement again becomes is declared effective, in the case of (A) or (B) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 2.0% per annum; and provided further, that (1) upon the filing of the Exchange Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), upon the effectiveness of the Initial Shelf Registration (in the case of (iii)(B) above) or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuer shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable semi-annually, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on was applicable during such semi-annual payment dates that correspond to interest payment dates for period (determined on the Transfer Restricted Securities. Additional interest only accrues during basis of a Registration Default. Following 360-day year comprised of twelve 30-day months and, in the cure case of all Registration Defaultsa partial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 2 contracts
Samples: Indenture (Forman Petroleum Corp), Registration Rights Agreement (Forman Petroleum Corp)
Additional Interest. (a) The parties hereto agree that In the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if event that:
(i) the Exchange Offer Registration Statement is not filed with the Commission SEC on or prior to 90 days the 120th calendar day after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Closing Date, then, commencing on the 121st calendar day after the Closing Date, additional interest (the “Additional Interest”) shall accrue on the principal amount of the Registrable Notes over and above the otherwise applicable interest rate at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days;
(ii) the Exchange Offer Registration Statement is not declared effective within 150 days by the SEC on or prior to the 180th calendar day after the Issue Closing Date, then, commencing on the 181st calendar day after the Closing Date, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the otherwise applicable interest rate at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days;
(iii) (A) the Company has not exchanged Exchange Notes for all Notes validly tendered and not validly withdrawn, in accordance with the terms of the Exchange Offer, on or prior to the 225th calendar day after the Closing Date or (B) if the Shelf Registration Statement is required to be filed pursuant to Section 2(b) of this Agreement but is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 later of 120 calendar days after the Shelf Filing Registration Event Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain 225th calendar day after the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each Closing Date, then, commencing on the 121st calendar day after such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective Event Date or (iv) the Shelf Registration Statement again becomes effective226th calendar day after the Closing Date, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 Additional Interest shall accrue on the principal amount of Transfer Restricted Securities the Registrable Notes over and above the otherwise applicable interest rate at the rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days;
(iv) the Exchange Offer Registration Statement has been declared effective and such Exchange Offer Registration Statement ceases to be continuously effective or the Prospectus contained in such Exchange Offer Registration Statement ceases to be usable for its intended purpose (A) at any time prior to the expiration of the Applicable Period or (B) if related to corporate developments, public filings with the SEC or similar events or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the otherwise applicable interest rate at a rate of 0.25% per annum commencing on the day that (in the case of (A) above), or the 46th (cumulative) day after (in the case of (B) above), such Exchange Offer Registration Statement ceases to be effective or the Prospectus ceases to be usable for its intended purposes, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days; or
(v) the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be continuously effective or the Prospectus contained in such Shelf Registration Statement ceases to be usable for resales (A) at any time prior to the expiration of the Effectiveness Period or (B) if related to corporate developments, public filings with the SEC or similar events or because the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, and such failure continues for more than 45 days (whether or not consecutive and whether or not arising out of a single or multiple circumstances) in any twelve-month period, Additional Interest shall accrue on the principal amount of the Registrable Notes over and above the otherwise applicable interest rate at a rate of 0.25% per annum commencing on the day that (in the case of (A) above), or the 46th (cumulative) day after (in the case of (B) above), such Shelf Registration Statement ceases to be effective or the Prospectus ceases to be usable for resales, plus an additional 0.25% per annum from and during any period in which such event has continued for more than 90 calendar days; provided, however, that the aggregate amount of Additional Interest in respect of the Registrable Notes may not exceed 0.50% per annum (regardless of whether multiple events triggering Additional Interest under this subsection (e) exist); provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (in the case of clause (ii) above), (3) upon the exchange of Exchange Notes for all Notes validly tendered and not validly withdrawn (in the case of clause (iii)(A) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (iii)(B) above), (4) upon the earlier of (x) such time as the Exchange Offer Registration Statement which had ceased to remain effective or the Prospectus which had ceased to be usable for its intended purpose again becomes effective and usable for its intended purpose, as applicable, and (y) the expiration of the Applicable Period (each 90-day period that any additional interest described in this Section 3 continues the case of clause (iv) above), and (5) upon the earlier of (x) such time as the Shelf Registration Statement which had ceased to remain effective or the Prospectus which had ceased to be usable for resales again becomes effective and usable for resales, as applicable, and (y) the expiration of the Effectiveness Period (each in the case of clause (v) above), Additional Interest on the principal amount of the Registrable Notes as a result of such clause (or the relevant subclause thereof) shall cease to accrue; provided provided, further, however, that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: if (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in Holders do not make the Registered Exchange Offer, representations required by Section 2(a) of this Agreement or (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed request Holders to provide the information required to be provided by itthe SEC for inclusion in the Shelf Registration Statement, if any, when required pursuant to Section 4(n2(b) of this Agreement, then the Notes owned by Holders who do not provide such representations or information, as the case may be, when required will not be entitled to any Additional Interest for any day after the Closing Date, regardless of the existence of any events which would otherwise trigger Additional Interest under this subsection (e) for such Holders. Any Additional Interest due pursuant to Section 2(e)(i), (ii), (iii), (iv) or (v) above will be payable in cash on the next succeeding May 15 or November 15 as the case may be, to eligible Holders (as determined under this subsection (e)) on the relevant record dates for the payment of interest pursuant to the Indenture.
Appears in 1 contract
Additional Interest. (a) The parties hereto agree If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Securities (including any Securities issued pursuant to the Initial Purchaser’s option to purchase additional Securities), the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Securities are not otherwise freely tradable by Holders that are not the Company’s Affiliates and that were not the Company’s Affiliates within the three immediately preceding months (as a result of Transfer Restricted Securities will suffer damages if restrictions pursuant to U.S. securities law), the Company shall pay Additional Interest on the Securities at a rate of 0.50% per annum of the principal amount of Securities outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the Guarantors fail Securities are not otherwise freely tradable by Holders, other than the Company’s Affiliates or Holders that were Affiliates of the Company within the three immediately preceding months.
(b) If, and for so long as, the Security Private Placement Legend has not been removed from the Securities, the Securities are assigned a restricted CUSIP number or the Securities are not otherwise freely tradable by Holders that are not the Company’s Affiliates and that were not the Company’s Affiliates within the three immediately preceding months (as a result of restrictions pursuant to fulfill their obligations under Section 1 or Section 2U.S. securities laws), as applicableof the 370th day after the last date of original issuance of the Securities (including any Securities issued pursuant to the Initial Purchaser’s option to purchase additional Securities), and that it would not be feasible the Company shall pay Additional Interest on the Securities at a rate equal to ascertain 0.50% per annum of the extent principal amount of such damages. Accordingly, if Securities outstanding for each day after the 370th day after the last date of original issuance of the Securities until (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing DateSecurity Private Placement Legend has been removed, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, Securities are assigned an unrestricted CUSIP number and (iii) the Registered Exchange Offer is not consummated on Securities are otherwise freely tradable (without restrictions pursuant to U.S. securities law) by Holders other than the Company’s Affiliates or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time Holders that were Affiliates of the Company within the three immediately preceding months.
(c) Notwithstanding the foregoing, no Additional Interest shall accrue or be payable under this Section 4.09 for each day on which the Company makes available to Holders an effective registration statement permitting the resale of the Securities and the Guarantors are obligated to maintain the effectiveness shares of Common Stock issuable upon conversion thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), . After the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the has made available such an effective registration statement for a period of one or more such Registration Defaultsat least two years, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will no further Additional Interest shall be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in payable under this Section 3 continues to accrue; provided that 4.09.
(d) Additional Interest payable in accordance with Section 4.09(a) and Section 4.09(b) shall be payable in arrears on each Interest Payment Date for the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder Securities following accrual in the same manner as regular interest payments on the Transfer Restricted Securities on semi-annual payment dates Securities.
(e) In the event that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be is required to pay additional interest Additional Interest to a Holder Holders of Transfer Restricted Securities if such Holder failed (whether pursuant to comply with this Section 4.09 or Section 6.02(b)), the Company shall provide written notice (“Additional Interest Notice”) to the Trustee of its obligations obligation to make pay Additional Interest no later than fifteen (15) calendar days prior to the representations proposed payment date for the Additional Interest. Each Additional Interest Notice shall set forth in the second to last paragraph amount of Section 1 or failed to provide the information required Additional Interest to be provided paid by itthe Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder to determine the amount of Additional Interest, if anyor with respect to the nature, pursuant extent or calculation of the amount of Additional Interest owed, or with respect to Section 4(n)the method employed in such calculation of the Additional Interest.
Appears in 1 contract
Samples: Indenture (Quantum Corp /De/)
Additional Interest. (a) The parties hereto Issuers and the Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if the Exchange Offer Initial Shelf Registration Statement is has not been filed with the Commission on or prior to 90 days the Filing Date applicable thereto, then, commencing on the day after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if the Exchange Offer Initial Shelf Registration Statement is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable thereto, then, commencing on the day after the Issue such Effectiveness Date, or Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iviii) the if a Shelf Registration Statement is filed and has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time that during the Company Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days commencing on the day such Shelf Registration ceases to be effective, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days such Additional Interest rate shall increase by an additional Registration Statement filed and declared effective (0.50% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) through - (iv), a "Registration Default"), iii) at any one time and at no time shall the Company and the Guarantors will be jointly and severally obligated to pay aggregate amount of additional interest to each Holder accruing exceed in the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of Transfer Restricted Securities, during the period Shelf Registration as required hereunder (in the case of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until clause (i) above of this Section 4), (2) upon the effectiveness of the applicable Shelf Registration Statement is filed, as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the Exchange Offer Registration Statement is declared effective and effectiveness of the Registered Exchange Offer is consummated, (iii) the applicable Shelf Registration Statement is declared which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Securities in respect of which such events relate as a result of such clause (or (iv) the Shelf Registration Statement again becomes effectiverelevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (THCR Management Services LLC)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 120 days after the Issue Date or (B) notwithstanding that the issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue at a rate of 0.50% per annum for the first 90 days immediately following each such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the effective date of the Exchange Offer Registration Statement, (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, or (C) the Issuers effect a Suspension Period, then in each case, Additional Interest shall accrue at a rate of 0.50% per annum for the first 90 days commencing on the (x) 31st day after the Issue Date, in the case of (A) above, (y) day such Shelf Registration ceases to be effective in the case of (B) above or (ivz) day such Suspension Period commences in the case of (C) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, 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 exceed 1.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement is filed and declared effective within 90 days after as required hereunder (in the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses case of clause (i) through (ivabove of this Section 4(a)), a "Registration Default"), (2) upon the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder effectiveness of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and or the Registered Exchange Offer is consummated, (iii) the applicable Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4(a)), or (iv3) upon (X) the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), (Y) the effectiveness of the applicable Shelf Registration Statement again becomes effectivewhich had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) or (Z) the termination of the Suspension Period (in the case of clause (iii)(A) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues shall cease to accrue; provided that .
(b) The Issuers shall notify the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to Trustee within three business days after each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the and every date on which such Security has been exchanged for a freely transferable Exchange Security an event occurs in the Registered Exchange Offer, (ii) the date on respect of which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such Security Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n).4 will be payable in cash semiannually on each February 1 and August 1, to the Holders on the January 15 and July 15 (whether or not a business day) immediately preceding such dates, commencing with the first such date occurring after any such Additional Interest commences to
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the ------------------- circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, then commencing on the day after the Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate in- creasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 the Effectiveness Date, then commencing on the day after the Effectiveness Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 60 days after the Issue Date, or (iv) date on which the Shelf Exchange Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 61st day after such effective date in the case of (A) above or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed -------- ------- in the aggregate 1.0% per annum; and provided further that (1) upon the filing -------- ------- of the Exchange Registration Statement again becomes effectiveor the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or the Initial Shelf Registration (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(B) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional ---------- Interest due pur- suant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of record on the regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semitwelve 30-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(aday months), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Young Broadcasting Inc /De/)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date 15 -13- or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 180th day after such Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of the Shelf Notice is then covered by an effective Shelf Registration Statement is not filed with Statement, no Additional Interest shall accrue on such Note); (in the Commission on or before the Shelf Filing Datecase of clause (i) above of this Section 4), (ii2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuer shall notify the Trustee within three business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above the stated interest rate otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 151st day after the Issue Date, in the case of (A) above, or (ivy) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration Statement is filed and declared effective within 90 days after as required hereunder (in the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder case of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Offer Registration Statement is declared which had ceased to remain effective and (in the Registered Exchange Offer is consummatedcase of (iii)(B) of this Section 4), (iii) or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is declared understood and agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective or (iv) the Shelf Registration Statement again becomes (regardless of whether a Blocking Period is in effect), no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each such date to the record Holder of Registrable Securities on the April 15 or October 15, as the case may be, immediately preceding such semi-annual interest payment date (or the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities). The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount at maturity of the affected Registrable Securities of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed including the first day but excluding the last day of such period), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Offer to be filed or declared effective, an Exchange Offer to be consummated or a Shelf Registration to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Holders agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their respective obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), commencing on the 61st day following delivery of the Shelf Registration Statement is filed Notice, Additional Interest shall accrue on the Registrable Notes over and declared effective within above the stated interest at a rate of 0.50% per annum for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each or such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective60th day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.25% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to accrue; provided the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 60th day after filing of the Initial Shelf Registration Statement, then, commencing on the day after the Effectiveness Date or such 60th day, as the case may be, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date or such 60th day, as the case may be, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 230th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest will not exceed $0.15 at a rate of 0.50% per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder annum for the first 90 days commencing on the (x) 231st day after the Issue Date in the same manner as interest payments on case of (A) above or (y) the Transfer Restricted Securities on semiday such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-annual payment dates that correspond to interest payment dates for day period; provided, however, that, in the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure case of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: clauses (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer), (ii) and (iii) above, the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which such Security has been effectively registered under the Securities Act and disposed an event occurs in respect of in accordance with the Shelf Registration Statement or (iii) the date on which such Security Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash semiannually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Imperial Group Holding Corp.-1)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then commencing on the day after any such Filing 13 -12- Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of .25% per annum for the first 90 days immediately following each such Filing Date, such Additional Interest shall increase by an additional .25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the Issue applicable Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of .25% per annum for the first 90 days immediately following the day after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company such Effectiveness Date, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days rate of such Additional Interest shall increase by an additional Registration Statement filed and declared effective .25% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is relating thereto was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of .25% per annum for the first 90 days commencing on the (x) 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest shall increase by an additional .25% per annum at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that is the subject of a Shelf Notice is then covered by an effective Shelf Registration, no Additional Interest shall accrue or accumulate on such Notes); applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4(a)), (2) upon the effectiveness of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue or accumulate, as the case may be.
(b) The Issuers shall notify the Trustee (who shall be acting under and protected by the terms of the Indenture) within three business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semiannually on each January 1 and July 1 (to the holders of record on the December 15 and June 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be increased determined by an additional $ 0.05 per week per $1,000 multiplying the applicable rate of Additional Interest by the principal amount of Transfer Restricted Securities for each 90the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such rate of Additional Interest was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Roma Fort Worth Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the Effectiveness Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days commencing on the (x) 31st day after the Issue Date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective in the case of (at any time that the Company B) above, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days such Additional Interest rate shall increase by an additional Registration Statement filed and declared effective (0.50% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) through - (iv), a "Registration Default"), iii) at any one time and at no time shall the Company and the Guarantors will be jointly and severally obligated to pay aggregate amount of additional interest to each Holder accruing exceed in the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of Transfer Restricted Securities, during the period applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until clause (i) the applicable Registration Statement is filedabove of this Section 4), (ii2) upon the effectiveness of the Exchange Offer Registration Statement is declared effective and or the Registered Exchange Offer is consummated, (iii) the applicable Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4), or (iv3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement again becomes effectivewhich had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. In the event that:
(aA) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is not filed with the Commission on or prior to 90 days the 150th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission on or before prior to the Shelf Filing Datedate required by Section 2(b) hereof, then commencing on the day after the applicable required filing date, liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.25% per annum; or
(iiA) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is not declared effective within 150 days by the Commission on or prior to the 180th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated Commission on or prior to 180 days the 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after the Issue Date, or (iv) liquidated damages shall accrue on the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities held by such Holder until and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.25% per annum; or
(iiii) (A) the applicable Registration Statement is filedIssuer Trust has not exchanged New Capital Securities for all Capital Securities validly tendered for exchange by their respective Holders or the Company has not exchanged the New Guarantee or New Junior Subordinated Debentures for the Guarantee or Junior Subordinated Debentures validly tendered, (ii) in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement is was declared effective and the Registered Exchange Offer is consummatedor (B) if applicable, (iii) the Shelf Registration Statement is has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Rule 144(k) Period (other than after such time as all Capital Securities have been disposed of thereunder or otherwise cease to be Registrable Securities), then liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.25% per annum commencing on (x) the 31st day after such effective date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement ceases to be effective in the case of (B) above; provided, however, that neither the liquidated damages on the Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, nor the additional distribution rate on the liquidation amount of the Capital Securities and any outstanding New Capital Securities, may exceed in the aggregate 0.25% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of New Capital Securities, the New Guarantee and New Junior Subordinated Debentures for all Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Shelf Registration Statement again becomes effectivewhich had ceased to remain effective (in the case of clause (iii)(B) above) liquidated damages on the Junior Subordinated Debentures and any outstanding New Junior Subordinated Debentures, and additional distributions on the liquidation amount of the Capital Securities and any outstanding New Capital Securities as a result of such clause (or relevant subclause thereof), as the case may be, which rate will be increased by an shall cease to accrue and accumulate. Any amounts of liquidated damages and additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this distributions due pursuant to Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer2(e)(i), (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) above ("Liquidated Damages"), will be payable in cash on the date next succeeding June 1 or December 1, as the case may be, to Holders on which such Security is distributed the relevant record dates for the payment of interest and distributions pursuant to the public pursuant to Rule 144 under Indenture and the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a)Trust Agreement, neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)respectively.
Appears in 1 contract
Samples: Registration Rights Agreement (City Holding Capital Trust)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree, jointly and severally, to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.50% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 135th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is relating thereto was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 151st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues shall cease to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Samples: Registration Rights Agreement (Abraxas Petroleum Corp)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 195th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not has been declared effective within 150 days after the Issue Date or the and such Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration DefaultsEffectiveness Period, in an amount equal to $0.05 per week per $1,000 then Additional Interest shall accrue on the principal amount of Transfer Restricted the Securities held by such Holder until at a rate of 0.50% per annum for the first 90 days commencing on the (ix) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective196th day, as the case may be, which after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional $ 0.05 0.50% per week annum at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that the Additional Interest rate 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 exceed 1.00% per $1,000 annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each June 1 and December 1, (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Transdigm Holding Co)
Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i1) neither a registration statement (the "Exchange Offer Registration Statement Statement") with respect to a registered offer to exchange the Notes (the "Exchange Offer") for notes of the Company which will have terms substantially identical in all material respects to the Notes (the "Exchange Notes") nor a shelf registration statement covering the resale of the Notes
(a " Shelf Registration Statement") is not filed with the Commission on or prior to 90 days after from the Issue Date (the "Filing Date") or (2) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission on or before prior to the Shelf Filing Date, then commencing on the day after either such required Filing Date, additional interest (ii"Additional Interest") shall accrue on the Accreted Value of the Notes at a rate of .50% per annum for the first 90 days immediately following each such Filing Date, such Additional Interest rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; or
(b) if (1) neither the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the nor a Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated Commission on or prior to 180 days after the Issue Date, Date or (iv2) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is filed and not declared effective within by the Commission on or prior to the 75th day following the date of such Shelf Registration Statement was filed, then, commencing on the day after the date such registration statement is required to be declared effective, Additional Interest shall accrue on the Accreted Value of the Notes at a rate of .50% per annum for the first 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days immediately following such date, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective .50% per annum at the beginning of each subsequent 90-period; or
(each such event referred to in clauses c) if (i1) through (iv), a "Registration Default"), the Company and has not exchanged Exchange Notes for all Notes validly tendered in accordance with the Guarantors will be jointly and severally obligated terms of the Exchange Offer on or prior to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) 30th day after the applicable Registration Statement is filed, (ii) date on which the Exchange Offer Registration Statement is was declared effective and the Registered Exchange Offer is consummatedor (2) if applicable, (iii) the Shelf Registration Statement is has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date (other than after such time as all Notes have been disposed of thereunder), Additional Interest shall accrue on the Accreted Value of the Notes at a rate of .50% per annum for the first 90 days commencing on (x) the 31st day after such effective date, in the case of (1) above, or (ivy) the day such Shelf Registration Statement ceases to be effective in the case of (2) above, such Additional Interest rate increasing by an additional .50% per annum at the beginning of each subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed in the aggregate 2.00% per annum, and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (a) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration (in the case of clause (b) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (c) (1) above), or upon the effectiveness of the Shelf Registration Statement again becomes effectivewhich had ceased to remain effective (in the case of clause (c)(2) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, which rate shall cease to accrue. Any amounts of Additional Interest due pursuant to clause (a), (b) or (c) above will be increased by an additional $ 0.05 per week per $1,000 principal payable in cash on May 1 and November 1 of each year to the holders of record on the preceding April 15 or October 15, respectively. The amount of Transfer Restricted Securities for each 90Additional Interest will be determined by multiplying the applicable Additional Interest rate by the Accreted Value of the 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months, and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will ceasedays elapsed), and the denominator of which is 360. As used herein, The Company shall notify the term "Transfer Restricted Securities" means each Security, until Trustee within a reasonable time of the earliest incurrence of any Additional Interest due pursuant to occur of: clauses (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offera), (iib) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iiic) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)above.
Appears in 1 contract
Samples: Indenture (Telegroup Inc)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 300th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on the (x) 300th day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective (other than because of the sale of all of the Securities registered thereunder), in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 0.75% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement is not declared effective within 150 days after or the Issue Date Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Shelf Filing Date, Exchange Securities for all Securities tendered (iiiin the case of clause (iii)(A) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv) upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Securities in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuer shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 30 and December 30 (to the holders of record on June 15 and December 30 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto agree that Notwithstanding any postponement of the Holders effectiveness pursuant to Section 2(a) hereof, if (i) on or prior to the 90th day following the Issue Date, a Shelf Registration Statement has not been filed with the Commission, (ii) on or prior to the 180th day following the Issue Date, such initial Shelf Registration Statement is not declared effective by the Commission, (iii) after the effectiveness date of Transfer Restricted any Shelf Registration Statement, (x) such Shelf Registration Statement ceases to be effective or usable for the offer and sale of Registrable Securities will suffer damages if (other than due to a Suspension Period or without a replacement Shelf Registration Statement being effective), and the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2file (and have declared effective), as applicablewithin five Business Days, and that it would not be feasible a post-effective amendment to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer Shelf Registration Statement is not filed or amendment or supplement to the Prospectus contained therein or such other document with the Commission on or prior to 90 days after the Issue Date or the make such Shelf Registration Statement is not filed with the Commission on effective or before the Shelf Filing Datesuch Prospectus usable, or (iiy) the Exchange Offer Registration Statement is Suspension Periods exceed 45 days (or 60, if applicable), whether or not declared effective within 150 days after consecutive, in any 90-day period, or more than 120 days, whether or not consecutive, during any 12-month period during the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue DateEffectiveness Period, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated shall have failed to maintain the effectiveness thereoftimely comply with any of their obligations set forth in Section 3(a)(ii) without being succeeded within 30 days by an additional Registration Statement filed and declared effective hereof (each such event referred to in clauses (i) through (iv)each, a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay then additional interest to each Holder of Transfer Restricted ("Additional Interest") will accrue on the Securities, during from and including the period of one or more calendar day following such Registration Defaults, in an amount equal Default to $0.05 per week per $1,000 principal amount but excluding the earlier of Transfer Restricted Securities held by such Holder until (i1) the applicable calendar day on which all Registration Statement is filed, Defaults have been cured and (ii2) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) date that the Shelf Registration Statement is declared effective or no longer required to be kept effective. The amount of Additional Interest will accrue at a rate equal to one-quarter of one percent (iv0.25%) of the Shelf Registration Statement again becomes effective, as Applicable Amount per annum for the case may be, which rate first 90 calendar day period and will be increased increase by an additional $ 0.05 rate per week per $1,000 principal amount annum equal to an additional one-quarter of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).one percent
Appears in 1 contract
Samples: Registration Rights Agreement (Greenbrier Companies Inc)
Additional Interest. (a) The parties hereto Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (without duplication):
(i) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to the Filing Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after the Effectiveness Date, Additional Interest shall be accrued on the Notes included or that should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 190th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period, then Additional Interest shall be accrued on or before the Shelf Filing Date, Notes (iiover and above any interest otherwise payable on the Notes) at a rate of 0.50% per annum on (x) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days 191st day after the Issue Date, in the case of (A) above, or (ivy) the Shelf day the Exchange Registration Statement is filed and ceases to be effective without being declared effective within 90 five business days after in the case of (B) above, or (z) the day such Shelf Filing Date but shall thereafter cease Registration ceases to be effective effective, in the case of (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereofC) without being succeeded within 30 days above, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective (0.50% per annum at the beginning of each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that any additional interest described in this Section 3 continues to accrueis the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided PROVIDED, HOWEVER, that the Additional Interest rate for additional interest will on any affected Note may not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder at any one time in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).aggregate
Appears in 1 contract
Samples: Registration Rights Agreement (Town Sports International Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
a. if (iA) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
b. if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
c. if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; PROVIDED, HOWEVER, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.5% per annum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within two Business Days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each January 1 and July 1 (to the holders of record on the December 15 and June 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities the Registrable 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided 4 constitutes the sole damages that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (iSection 4(a)(i)-(iii) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Commemorative Brands Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to the Filing Date (or, in the case of a Shelf Registration pursuant to a Shelf Notice delivered less than 45 days prior to the Filing Date, on or prior to the 45th day following such Shelf Notice (the "SHELF FILING DATE")), then, commencing on the 121st day after the Issue Date (or, if applicable, on the 1st day after the Shelf Filing Date), Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date (or, if applicable, the first 90 days following the Shelf Filing Date), such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date (or, if applicable, the Shelf Effectiveness Date), then, commencing on the 181st day after the Issue Date (or, if applicable, the 1st day after the Shelf Effectiveness Date), Additional Interest shall accrue on the Notes included or that should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date (or, if applicable, the first 90 days following the Shelf Effectiveness Date), such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period, then Additional Interest shall accrue (over and above any interest otherwise payable on or before the Shelf Filing Date, such Notes) at a rate of 0.50% per annum on (iix) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days 226th day after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Samples: Registration Rights Agreement (Chancellor Media Mw Sign Corp)
Additional Interest. (a) The parties hereto Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (iA) the Exchange Offer Registration Statement is has not filed with the Commission been declared effective on or prior to 90 days the 365th day after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (iiB) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Date for the Exchange Offer Registration Statement, (C) the Company is required to file a Shelf Registration Statement is not declared effective within 150 days after the Issue Date or the and such Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 90th day after the Issue Date, or (iv) the date such Shelf Registration Statement is filed and filing was requested or required or (D) if applicable, a Shelf Registration has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period Effectiveness Period (other than because of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 the sale of all of the Securities registered thereunder). Any Additional Interest shall accrue on the principal amount of Transfer Restricted Securities held by such Holder until the Notes at a rate of 0.25% per annum (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 0.25% per week per $1,000 principal amount of Transfer Restricted Securities annum for each 90-subsequent 90 day period that any additional interest described in this Section 3 such Additional Interest continues to accrue; , provided that the rate for additional interest will not at which such Additional Interest accrues may in no event exceed $0.15 1.00% per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will annum) (such Additional Interest to be paid to each Holder calculated by the Company) commencing on (w) the 366th day after the Issue Date, in the same manner as interest payments case of (A) above, (x) the 31st Business Day after the Effectiveness Date for the Exchange Offer Registration Statement, in the case of (B) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (D) above; provided, however, that upon the effectiveness of the applicable Exchange Offer Registration Statement (in the case of (A) of this Section 4), upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (B) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (D) of this Section 4), Additional Interest on the Transfer Restricted Securities on semi-annual payment dates that correspond Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to interest payment dates for the Transfer Restricted Securitiesaccrue. Additional interest only accrues during a Registration Default. Following the cure Notwithstanding any other provisions of all Registration Defaultsthis Section 4, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the Company shall not be obligated to pay Additional Interest in respect of an event described in Section 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof, and (ii) no Additional Interest shall accrue on the Notes following the second anniversary of the Issue Date.
(b) The Company shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each February 1 and August 1 (to the holders of record on the January 15 and July 15 immediately preceding such Security has been exchanged for dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a freely transferable Exchange Security fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 365 day year comprised of twelve 30 day months and, in the Registered Exchange Offercase of a partial month, the actual number of days elapsed), and the denominator of which is 365.
(iic) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary The liquidated damages set forth in this Section 3(a), neither 4 shall be the exclusive remedy for the Holders if the Company nor the Guarantors shall be required fails to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with fulfill its obligations to make the representations set forth in the second to last paragraph of under Section 1 2 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)3 thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Great Lakes Dredge & Dock CORP)
Additional Interest. (a) The parties hereto agree that In the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if event that:
(i) the Exchange Offer Registration Statement is not filed with the Commission SEC on or prior to 90 days after the Issue Date or 60th day following the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Closing Date, or
(ii) the Exchange Offer Registration Statement is not declared effective within 150 days after with the Issue Date SEC on or prior to the Shelf Registration Statement is not declared effective within 90 days of 120th day following the Shelf Filing Closing Date, or
(iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 45th day following the effective date of the Exchange Offer Registration Statement, or
(iv) if required, a Shelf Registration Statement is not filed with the SEC on or prior to (A) the 180th day following the Closing Date or (B) the 60th day after the Issue Dateobligation to file with the SEC a Shelf Registration Statement arises, whichever is later, or
(v) if required, a Shelf Registration Statement is not effective on or prior to (a) the 225th day following the Closing Date or (ivb) the 105th day after an obligation to file with the SEC a Shelf Registration Statement arises, whichever is later, or
(vi) a Shelf Registration Statement is effective with the SEC but such Shelf Registration Statement ceases to be effective or such Shelf Registration Statement or the Prospectus included therein ceases to be usable in connection with resales of Registrable Securities due to any act or omission of the Company and (A) the aggregate number of days in any consecutive 365-day period for which the Shelf Registration Statement or such Prospectus shall not be effective or usable exceeds 120 days, (B) the Shelf Registration Statement is filed and declared or such Prospectus shall not be effective within 90 days after or usable for more than two periods (regardless of duration) in any consecutive 365-day period or (C) the Shelf Filing Date but Registration Statement or such Prospectus shall thereafter cease not be effective or usable for a period of more than 90 consecutive days, or
(vii) the Exchange Offer Registration Statement is effective with the SEC but, if the Exchange Offer Registration Statement is being used in connection with the resale of Exchange Securities as contemplated by Section 3(f) of this Agreement, the Exchange Offer Registration Statement ceases to be effective (at or the Exchange Offer Registration Statement or the Prospectus included therein ceases to be usable in connection with resales of Exchange Securities due to any time that act or omission of the Company during the 180-day period referred to in Section 3(f)(A) of this Agreement (as such period may be extended pursuant to the last paragraph of Section 3 of this Agreement) and (A) the Guarantors are obligated to maintain aggregate number of days in any consecutive 365-day period for which the effectiveness thereof) without being succeeded within 30 days by an additional Exchange Offer Registration Statement filed and declared or such Prospectus shall not be effective or usable exceeds 120 days, (B) the Exchange Offer Registration Statement or such Prospectus shall not be effective or usable for more than two periods (regardless of duration) in any consecutive 365-day period or (C) the Exchange Offer Registration Statement or the Prospectus shall not be effective or usable for a period of more than 90 consecutive days, (each such event of the events referred to in clauses (i) through (ivvii) above being hereinafter called a “Registration Default”), a "Registration Default"), then the Company and the Guarantors will Registrable Securities shall be jointly and severally obligated entitled to pay receive additional interest to each Holder (“Additional Interest”) at a rate of Transfer Restricted Securities, during the period one-quarter of one or more percent (0.25%) per annum immediately following such Registration Defaults, 90-day period in an amount equal to $0.05 per week per $1,000 principal amount the case of Transfer Restricted Securities held by such Holder until clause (i) above, immediately following such 120-day period in the applicable Registration Statement is filed, case of clause (ii) above, immediately following such 45-day period in the case of clause (iii) above, immediately following any such 180-day period or 60-day period, whichever ends later, in the case of clause (iv) above, immediately following any such 225-day period or 105-day period, as applicable, in the case of clause (v) above, immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 90th consecutive day, whichever occurs first, that a Shelf Registration Statement shall not be effective or a Shelf Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vi) above, or immediately following the 120th day in any consecutive 365-day period, as of the first day of the third period in any consecutive 365-day period or immediately following the 90th consecutive day, whichever occurs first, that the Exchange Offer Registration Statement is declared shall not be effective and or the Registered Exchange Offer Registration Statement or the Prospectus included therein shall not be usable as contemplated by clause (vii) above, which Additional Interest will be increased by an additional one-quarter of one percent (0.25%) per annum immediately following each 90-day period that any Additional Interest continues to accrue under any circumstances; provided that, if at any time more than one Registration Default has occurred and is consummatedcontinuing, then, until the next date that there is no Registration Default, the increase in interest rate provided for by this paragraph shall apply as if there occurred a single Registration Default that begins on the date that the earliest such Registration Default occurred and ends on such date that there is no Registration Default; provided further, that the aggregate Additional Interest under this Agreement may in no event exceed one-half of one percent (0.50%) per annum. Upon the filing of the Exchange Offer Registration Statement after the 90-day period described in clause (i) above, the effectiveness of the Exchange Offer Registration Statement after the 120-day period described in clause (ii) above, the consummation of the Exchange Offer after the 45-day period described in clause (iii) above, the filing of the Shelf Registration Statement is declared effective after the 180-day period or (iv) the Shelf Registration Statement again becomes effective60-day period, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount described in clause (iv) above, the effectiveness of Transfer Restricted Securities for each 90a Shelf Registration Statement after the 225-day period that any additional interest or 105-day period, as applicable, described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaultsclause (v) above, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with or the Shelf Registration Statement once again being effective or the Shelf Registration Statement and the Prospectus included therein becoming usable in connection with resales of Registrable Securities, as the case may be, in the case of clause (iiivi) above, or the Exchange Offer Registration Statement once again becoming effective or the Exchange Offer Registration Statement and the Prospectus included therein becoming usable in connection with resales of Exchange Securities, as the case may be, in the case of clause (vii) thereof, there shall not be any Additional Interest borne by the Subordinated Notes from the date on which of such Security filing, effectiveness, consummation or resumption of effectiveness or usability, as the case may be, so long as no other Registration Default shall have occurred and shall be continuing at such time and the Company is distributed otherwise in compliance with this paragraph; provided, however, that, if after elimination of Additional Interest, one or more Registration Defaults shall again occur, the Subordinated Notes shall again bear Additional Interest pursuant to the public pursuant to Rule 144 under foregoing provisions (as if it were the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Actoriginal Registration Default). Notwithstanding anything in this Agreement to the contrary in this Section 3(a)contrary, neither the Company nor the Guarantors shall will not be required obligated to pay additional interest any Additional Interest in the case of a Shelf Registration Statement with respect to a any Holder of Transfer Restricted Registrable Securities if such who fails to timely provide all information with respect to Holder failed that is reasonably requested by the Company to enable it to timely comply with its obligations under Section 2(b). The Company shall notify the Trustee within three Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to make be paid (an “Event Date”). Additional Interest shall be paid by depositing with the representations Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be paid on such date as set forth in the second Indenture. Each obligation to last paragraph of Section 1 or failed pay Additional Interest shall be deemed to provide accrue from and including the information required day following the applicable Event Date. Anything herein to the contrary notwithstanding, any Holder who was, at the time the Exchange Offer was pending and consummated, eligible to exchange, and did not validly tender, its Subordinated Notes for Exchange Securities in the Exchange Offer will not be provided by it, if any, pursuant entitled to Section 4(n)receive any Additional Interest.
Appears in 1 contract
Samples: Registration Rights Agreement (South Plains Financial, Inc.)
Additional Interest. (a) The parties hereto Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities First Mortgage Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the First Mortgage Notes ("Additional Interest") under the circumstances and to the ------------------- extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is filed with the SEC on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with on or prior to the 30 days after the delivery of a Shelf Notice, then commencing on the day after either such required filing date, Additional Interest shall accrue on the principal amount of the First Mortgage Notes at a rate of 0.50% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor a Shelf Registration Statement is declared effective by the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated Commission on or prior to 180 the 180th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required date of effectiveness, Additional Interest shall accrue on the principal amount of the First Mortgage Notes at a rate of 0.50% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all First Mortgage Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of its effective date (other than after such time as all First Mortgage Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the First Mortgage Notes at a rate of 0.50% per annum for the first 90 days commencing on (x) the 180th day after the Issue Date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(1) upon the filing of the Exchange Registration Statement or a ------- Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Notes for all First Mortgage Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the First Mortgage Notes as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue. The Company shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional ---------- Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 1 and December 1 (to the holders of record on May 15 and November 15), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Sheffield Steel Corp)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Issuer agrees to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (A) the Issuer has neither (i) exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer nor (ii) had a Shelf Registration Statement is not filed with the Commission declared effective, in either case on or prior to 90 days the 360th day after the Issue Date or Date, (B) notwithstanding clause (A), the Issuer is required to file a Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the and such Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 360th day after the Issue Date, or (iv) the date such Shelf Registration Statement is filed and filing was requested or required or (C), if applicable, a Shelf Registration has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time that during the Company and Effectiveness Period (other than because of the Guarantors are obligated to maintain sale of all of the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivSecurities registered thereunder), a "Registration Default"), and then Additional Interest shall accrue on the Company and average Accreted Value of the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, Registrable Securities during the period first 90 days thereafter at a rate of one or more such Registration Defaults, in an amount equal to $0.05 0.25% per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until annum (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 0.25% per week per $1,000 principal amount annum of Transfer Restricted Securities the average Accreted Value during such 90 day period for each 90-subsequent 90 day period that any additional interest described in this Section 3 such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum of the average Accreted Value for additional interest will any such 90 day period but that Additional Interest shall always be calculated on the average Accreted Value for a 90 day period) (such Additional Interest to be calculated by the Issuer) commencing on the (x) 361st day after the Issue Date, in the case of (A) above, (y) the 361st day after the date such Shelf Registration Statement filing was requested or required in the case of (B) above or (z) the day such Shelf Registration ceases to be effective in the case of (C) above; provided, however, that upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Registrable Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provisions of this Section 4, the Issuer shall not exceed $0.15 per week per $1,000 principal amount be obligated to pay Additional Interest provided in Sections 4(a)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuer shall notify the Trustee within one business day after each and every date on which an event occurs in respect of Transfer Restricted Securities. All accrued additional interest will which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: this Section 4 shall be (i) if such Additional Interest accrued on or prior to November 1, 2011 (the date on which such “Full Accretion Date”), added to the Accreted Value of each applicable Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, and (ii) if after the date Full Accretion Date, paid in cash semiannually on which each May 1 and November 1 (to the holders of record on the April 15 and October 15, as applicable, immediately preceding such Security has been effectively registered under dates), in each case, payable by the Securities Act and disposed Issuer to the Trustee, on behalf of in accordance the holders of the relevant Securities, commencing with the Shelf Registration Statement or first such interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the Accreted Value of the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest were applicable during such period (iii) determined on the date on which such Security is distributed to basis of a 360 day year comprised of twelve 30 day months and, in the public pursuant to Rule 144 under case of a partial month, the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(aactual number of days elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Michaels Stores Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the circumstances and to the ------------------- extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 75th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), commencing on the 76th day following delivery of the Shelf Registration Statement is filed Notice, Additional Interest shall accrue on the Registrable Notes over and declared effective within above the stated interest at a rate of 0.50% per annum for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each or such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective75th day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.25% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to accrue; provided the Effectiveness Date applicable thereto or (B) notwithstanding that the rate for additional interest Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid declared effective by the Commission on or prior to each Holder in the same manner as interest payments Effectiveness Date, then, commencing on the Transfer Restricted Securities day after such applicable Effectiveness Date, Additional Interest shall accrue on semi-annual payment dates that correspond to the Registrable Notes over and above the stated interest payment dates at a rate of 0.50% per annum for the Transfer Restricted Securities. first 90 days immediately following the day after the applicable Effectiveness Date, such Additional interest only accrues during a Registration Default. Following Interest rate increasing by an additional 0.25% per annum at the cure beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Registration Defaults, Notes validly tendered in accordance with the accrual terms of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest Exchange Offer on or prior to occur of: (i) 35 days af- ter the date on which such Security the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been exchanged declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for a freely transferable Exchange Security the first 90 days commencing on the (x) 36th day after such effective date in the Registered case of (A) above or (y) the day such Exchange OfferRegistration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes -------- ------- may not exceed in the aggregate 2.0% per annum; provided further that (1) upon -------- ------- the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes validly tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which such Security has been effectively registered under the Securities Act and disposed an event occurs in respect of in accordance with the Shelf Registration Statement or (iii) the date on which such Security Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of Additional ---------- Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90–day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90–day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period (other than during any Blackout Period relating to such Shelf Registration and as permitted in the proviso in Section 5(b)), then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90–day period; provided, however, that (1) the Additional Interest rate 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 in the aggregate 1.0% per annum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within two Business Days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 1 and December 1 (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities the Registrable 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. No Additional Interest shall accrue with respect to Notes that are not Registrable Notes.
(c) The parties hereto agree that the Additional Interest provided for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided 4 constitutes the sole damages that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (iSection 4(a)(i)-(iii) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)hereof.
Appears in 1 contract
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Company agrees to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) if (iA) the Exchange Offer Registration Statement is has not filed with the Commission been declared effective on or prior to 90 days the 365th day after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (iiB) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to 30 Business Days after the Effectiveness Date for the Exchange Offer Registration Statement, (C) the Company is required to file a Shelf Registration Statement is not declared effective within 150 days after the Issue Date or the and such Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 90th day after the Issue Date, or (iv) the date such Shelf Registration Statement is filed and filing was requested or required or (D) if applicable, a Shelf Registration has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period Effectiveness Period (other than because of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 the sale of all of the Securities registered thereunder). Any Additional Interest shall accrue on the principal amount of Transfer Restricted Securities held by such Holder until the Notes at a rate of 0.25% per annum (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 0.25% per week per $1,000 principal amount of Transfer Restricted Securities annum for each 90-subsequent 90 day period that any additional interest described in this Section 3 such Additional Interest continues to accrue; , provided that the rate for additional interest will not at which such Additional Interest accrues may in no event exceed $0.15 1.00% per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will annum) (such Additional Interest to be paid to each Holder calculated by the Company) commencing on the (w) 366th day after the Issue Date, in the same manner as interest payments case of (A) above, (x) 31st Business Day after the Effectiveness Date for the Exchange Offer Registration Statement, in the case of (B) above, (y) the 366th day after the date such Shelf Registration Statement filing was requested or required in the case of (C) above or (z) the day such Shelf Registration ceases to be effective in the case of (D) above; provided, however, that upon the effectiveness of the applicable Exchange Offer Registration Statement (in the case of (A) of this Section 4), upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (B) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement (in the case of (C) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (D) of this Section 4), Additional Interest on the Transfer Restricted Securities on semi-annual payment dates that correspond Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to interest payment dates for the Transfer Restricted Securitiesaccrue. Additional interest only accrues during a Registration Default. Following the cure Notwithstanding any other provisions of all Registration Defaultsthis Section 4, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the Company shall not be obligated to pay Additional Interest in respect of an event described in Section 4(a)(C) during a Shelf Suspension Period permitted by Section 3(a) hereof, and (ii) no Additional Interest shall accrue on the Notes following the second anniversary of the Issue Date.
(b) The Company shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a) of this Section 4 will be payable in cash semiannually on each February 1 and August 1 (to the holders of record on the January 15 and July 15 immediately preceding such Security has been exchanged for dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by the Company by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Securities, multiplied by a freely transferable Exchange Security fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 365 day year comprised of twelve 30 day months and, in the Registered Exchange Offercase of a partial month, the actual number of days elapsed), and the denominator of which is 365.
(iic) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary The liquidated damages set forth in this Section 3(a), neither 4 shall be the exclusive remedy for the Holders if the Company nor the Guarantors shall be required fails to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with fulfill its obligations to make the representations set forth in the second to last paragraph of under Section 1 2 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)3 thereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Great Lakes Dredge & Dock CORP)
Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if If (i) neither the Exchange Offer Registration Statement nor the Shelf Registration Statement, as the case may be, is not filed with the Commission on or prior to 90 days after by the Issue Date or 90th day following the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Refinancing Completion Date, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, is not declared effective within 150 days after by the Issue Date or 180th day following the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Refinancing Completion Date, (iii) the Registered Exchange Offer is has not been consummated on or prior to 180 days after by the Issue 225th day following the Refinancing Condition Date, or (iv) the Shelf Registration Statement is filed and has not been declared effective within 90 days on or prior to the 90th day after the Company’s obligation to file a Shelf Filing Date but shall Registration Statement arises or (v) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter cease ceases to be effective or usable (at other than during any time that Deferral Period or as set forth below) in connection with resales of notes of New Securities in accordance with and during the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective periods specified in this Agreement (each such event referred to in clauses (i) through (ivv), a "“Registration Default"”), interest (“Additional Interest”) will accrue on the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted the Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, New Securities (iiiin addition to the stated interest on the Securities and the New Securities) from and including the Shelf date on which any such Registration Statement is declared effective Default shall occur to but excluding the date on which all Registration Defaults have been cured or (iv) are no longer continuing. Additional Interest will accrue at a rate of 0.25% per annum during the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period immediately following the occurrence of such Registration Default and at a rate of 0.50% per annum thereafter (it being understood and agreed that notwithstanding any additional interest described in this Section 3 continues provision to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all contrary above, (A) if there are multiple Registration Defaults, there will be no duplication of Additional Interest, and the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offermaximum Additional Interest shall be 0.50% per annum, (iiB) so long as any Securities or New Securities are not Registrable Securities, no Additional Interest shall accrue on such Securities or New Securities, and (C) a Holder of Registrable Securities who is not entitled to the date on which benefits of a Shelf Registration Statement (i.e., such Security Holder has been effectively registered under the Securities Act not elected to include information) shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement). A Registration Default referred to in cause (v) above will be deemed not to have occurred and disposed of be continuing in accordance with the relation to a Shelf Registration Statement or (iii) the date on which related prospectus if such Security Registration Default has occurred solely as a result of the filing of a post-effective amendment to such Shelf Registration Statement and for such time as is distributed reasonably necessary to the public pursuant incorporate annual audited financial information, quarterly financial information or other required information where such post-effective amendment is not yet effective and needs to Rule 144 under be declared effective to permit Holders of the Securities Act or is saleable pursuant to Rule 144(k) under use the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither related prospectus and the Company nor the Guarantors shall be required is using its commercially reasonable efforts to pay additional interest to a Holder of Transfer Restricted Securities if have such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)post-effective amendment declared effective.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Standard Pacific Corp /De/)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period (other than during any Blackout Period relating to such Shelf Registration), then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 2.0% per annum and (2) Additional Interest shall not accrue under clause (iii)(B) above during the continuation of a Blackout Period; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within two Business Days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be increased payable in cash semiannually on each February 15 and August 15 (to the holders of record on the February 1 and August 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities the Registrable 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
(c) No Additional Interest shall accrue with respect to Notes that are not Registrable Notes. For the avoidance of doubt, no Additional Interest shall accrue with respect to any Initial Notes under this Agreement.
(d) The parties hereto agree that the Additional Interest provided for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided 4 constitutes the sole damages that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder suffered by Holders of Registrable Notes by reason of the occurrence of any of the events described in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (iSection 4(a)(i)-(iii) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)hereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue 60th day following the Merger Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the 61st day following the Merger Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf day after any such Filing Date, as applicable, Additional Interest shall accrue on the principal amount of the Notes at a rate of .50% per annum for the first 90 days immediately following such applicable date, and such Additional Interest rate shall increase by an additional .50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the 150th day following the Merger Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the 151st day following the Merger Date or the day after the Issue such Effectiveness Date, as applicable, Additional Interest shall accrue on the principal amount of the Notes at a rate of .50% per annum for the first 90 days immediately following the day after such applicable date, and such Additional Interest rate shall increase by an additional .50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th business day from the date the Exchange Offer Registration Statement was declared effective or (ivB) the if applicable, a Shelf Registration Statement is filed and has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time that during the Company Effectiveness Period, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded is not replaced within 30 days by an additional Shelf Registration Statement filed and that is declared effective (each such event referred to in clauses (i) through (iv)effective, a "Registration Default"), then Additional Interest shall accrue on the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until the Notes at a rate of .50% per annum for the first 90 days commencing on the (ix) 31st business day from the applicable Registration Statement is filed, (ii) date the Exchange Offer Registration Statement is was declared effective, in the case of (A) above, or (y) the 31st day after such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest shall increase by an additional .50% per annum at the Registered Exchange Offer is consummatedbeginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate 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 in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement again becomes effectivewhich had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues shall cease to accrue; provided that . Without limiting the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount foregoing, Additional Interest with respect to a failure to file, cause to become effective or maintain the effectiveness of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) shall cease to accrue upon the date on which such Security is distributed consummation of the Exchange Offer in the case of a Shelf Registration Statement required to be filed due to a failure to consummate the public pursuant to Rule 144 under Exchange Offer within the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Actrequired time period. Notwithstanding anything to the contrary in this Section 3(a4(a), neither the Company nor the Guarantors Issuer shall not be required to pay additional interest Additional Interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 2(a) hereof or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n5 hereof.
b) The Issuer shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each April 15 and October 15 (to the holders of record on the April 1 and October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) either the Exchange Offer Registration Statement is or the Initial Shelf Registration has not been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), commencing on the 61st day following delivery of the Shelf Registration Statement is filed Notice, Additional Interest shall accrue on the Registrable Notes over and declared effective within above the stated interest at a rate of 0.25% per annum for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each or such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective61st day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.25% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) either the Exchange Registration Statement or the Initial Shelf Registration is not declared effective on or prior to accrue; provided the Effectiveness Date applicable thereto or (B) notwithstanding that the rate for additional interest Issuers have consummated or will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iiiii) if (A) the date on which such Security has been effectively registered under the Securities Act and disposed of Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 240th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of .025% per annum for the first 90 days commencing on the (x) 241st day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (iiiB) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that in no event shall the Additional Interest rate on the Registrable Notes exceed in the aggregate 1.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Additional Interest may not accrue pursuant to more than one clause of subsection (a) at any one time.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which such Security an event occurs in respect of which Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by itmultiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360. Any payments made pursuant to this Section 4 shall have the benefit of Section 4.24 of the Indenture, if any, pursuant to Section 4(n)applicable.
Appears in 1 contract
Samples: Registration Rights Agreement (3055854 Nova Scotia Co)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such lapsed Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such lapsed Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 185th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 36th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with as required hereunder (in the Commission on or before the Shelf Filing Datecase of clause (i) above of this Section 4(a)), (ii2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of clause (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which shall cease to accrue and the interest rate borne by the Registrable Notes will be increased reduced to the original interest rate.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each April 15 and October 15 (to the holders of record on the April 1 and October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the ------------------- circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to the Filing Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90- day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 226th day after the Issue Date, Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90- day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 270th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period, then Additional Interest shall accrue (over and above any interest otherwise payable on or before the Shelf Filing Date, such Notes) at a rate of 0.50% per annum on (iix) the Exchange Offer Registration Statement is not declared effective within 150 days 271st day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on any -------- ------- affected Note may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing -------- ------- of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement is not declared which had ceased to remain effective within 90 days (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior Registration which had ceased to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(C) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4(a)), Additional Interest on the affected Notes as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Company shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due ---------- pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable to the Holders of affected Notes in cash semi-annually on each May 1 and November 1 (to the holders of record on the April 15 and October 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the affected Registrable Notes of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Dade International Inc)
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if either the Exchange Registration Statement or the Initial Shelf Registration (in the event the Exchange Offer Registration Statement is not permitted under applicable law or Commission policy) has not been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, as the case may be, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing to 1.0% per annum thereafter;
(ii) if either the Exchange Offer Registration Statement is not declared effective within 150 days after by the Issue Date Commission, or the Initial Shelf Registration Statement is not declared effective within 90 days of filed with the Shelf Filing DateCommission, (iii) the Registered Exchange Offer is not consummated on or prior to 180 the Effectiveness Date, as the case may be, Additional Interest shall accrue on the Registrable Securities which are or should have been included in such Registration Statement over and above the stated interest at a rate of .50% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing to 1.0% thereafter; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C)
(1) if applicable, the Shelf Registration has not been declared effective on or prior to the Consummation Date or (2) such Shelf Registration ceases to be effective at any time from and after the Consummation Date and during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .50% per annum for the first 90 days commencing on the (x) 181st day after the Issue Date, in the case of (A) and (C)(1) above, (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (ivz) the day such Shelf Registration ceases to be effective in the case of (C)(2) above, such Additional Interest rate increasing to 1.0% thereafter; provided, however, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or filing of the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement is filed and declared which had ceased to remain effective within 90 days after (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Filing Date but Registration (in the case of (iii)(c) 1 of this Section 4) which had or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C)(2) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall thereafter cease to be effective (at accrue. It being understood and agreed that, notwithstanding any time that provision to the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days contrary, so long as any Registrable Security is then covered by an additional effective Shelf Registration Statement filed Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day after each and declared effective every date on which an event occurs in respect of which Additional Interest is required to be paid (each such event referred to in clauses (i) through (iv), a an "Registration DefaultEvent Date"). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the Company and benefit of the Guarantors Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during determined by multiplying the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities held of such Holders, multiplied by a fraction, the numerator of which is the number of days such Holder until Additional Interest rate was applicable during such period (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement is filed, (ii) the or Exchange Offer Registration Statement is to be filed or declared effective and the Registered Exchange Offer is consummatedeffective, (iii) the or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date, Additional Interest shall be accrued on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 251st day after the Issue Date, in the case of (A) above, or (ivy) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement is filed and declared which had ceased to remain effective within 90 days after (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Filing Date but Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall thereafter cease to be effective (at accrue. It is understood and agreed that, notwithstanding any time that provision to the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days contrary, so long as any Registrable Security is then covered by an additional effective Shelf Registration Statement filed Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day after each and declared effective every date on which an event occurs in respect of which Additional Interest is required to be paid (each such event referred to in clauses (i) through (iv), a an "Registration DefaultEvent Date"). The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the Company and benefit of the Guarantors Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during determined by multiplying the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities held of such Holders, multiplied by a fraction, the numerator of which is the number of days such Holder until Additional Interest rate was applicable during such period (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed including the first day but excluding the last day of such period), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement is filed, (ii) the or Exchange Offer Registration Statement is to be filed or declared effective and the Registered Exchange Offer is consummatedeffective, (iii) the or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages3 hereof. Accordingly, the Issuers agree to pay as liquidated damages, additional interest on the Notes (“Additional Interest”) if (iA) the Issuers have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days the 360th day after the Issue Date or Date, (B) notwithstanding clause (A), the Issuer are required to file a Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the and such Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 360th day after the Issue Date or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 day period commencing on the (x) 361st day after the Issue Date, or in the case of (ivA) above, (y) the 361st day after the Issue Date if such Shelf Registration Statement is filed and not declared effective within 90 days after in the case of (B) above or (z) the day such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, of (C) above (which rate will be increased by an additional $ 0.05 0.25% per week per $1,000 principal amount of Transfer Restricted Securities annum for each 90-subsequent 90 day period that any additional interest described in this Section 3 such Additional Interest continues to accrue; , provided that the rate at which such Additional Interest accrues may in no event exceed 1.00% per annum) (such Additional Interest to be calculated by the Issuer); provided, however, that upon the exchange of the Exchange Securities for additional interest all Securities tendered (in the case of clause (A) of this Section 4), upon the effectiveness of the applicable Shelf Registration Statement which had not been declared effective (in the case of (B) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (C) of this Section 4), Additional Interest on the Registrable Securities in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The parties hereto agree that the liquidated damages provided for in Section 4(a) hereof constitute a reasonable estimate of the damages that will not exceed $0.15 per week per $1,000 be suffered by the Holders by reason of the failure of the Issuers to comply with their obligations under Section 2 or Section 3 hereof.
(c) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted the Registrable Securities. All accrued additional interest will be paid to each Holder , multiplied by a fraction, the 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, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Aleris International, Inc.)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 120th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), commencing on the 121st day following delivery of the Shelf Registration Statement is filed Notice, Additional Interest shall accrue on the Registrable Notes over and declared effective within above the stated interest at a rate of 1.0% per annum for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each or such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective120th day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.50% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to accrue; provided the Effectiveness Date applicable thereto or (B) notwithstanding that the rate for additional interest Issuers have consummated or will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 1.0% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iiiii) if (A) the date on which such Security Company has been effectively registered under the Securities Act not exchanged Exchange Notes for all Notes validly tendered and disposed of not withdrawn in accordance with the terms of the Exchange Offer on or prior to the 255th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period (other than as a result of the imposition of any Suspension Period in compliance with the penultimate paragraph of Section 5 of this Agreement) then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 1.0% per annum for the first 90 days commencing on the (x) 256th day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (iiiB) and (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which such Security an event occurs in respect of which Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Jacobs Entertainment Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuer fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after such applicable Filing Date, Additional Interest shall accrue on the principal amount of the Notes so affected at a rate of 0.35% per annum for the first 90 days immediately following each such required Filing Date, and such Additional Interest rate shall increase by an additional 0.35% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which Notes so affected at a rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages and as the sole and exclusive remedy rule therefor, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) then, commencing on the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days 31st day after the Issue Date, or Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 60 days commencing on the 31st day after the Issue Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ivii) if neither the Exchange Registration Statement nor the Shelf Registration Statement is filed and declared effective within 90 days by the SEC on or prior to the Effectiveness Date, then, commencing on the 91st day after the Shelf Filing Date, Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 91st day after the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 120th day after the Filing Date but shall thereafter cease or (B) the Exchange Registration Statement ceases to be effective (at any time prior to the time that the Company Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Guarantors are obligated to maintain Effectiveness Period, then Additional Interest shall accrue (over and above any interest otherwise payable on such Notes) at a rate of 0.50% per annum for the effectiveness thereof) without being succeeded within first 30 days commencing on (x) the 121st day after the Filing Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (y) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 30-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on any affected Note may not exceed at any one time in the aggregate 2.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement filed and declared effective or a Shelf Registration (each such event referred to in clauses the case of clause (i) through (ivof this Section 4(a)), a "Registration Default"), (2) upon the Company and effectiveness of the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Exchange Registration Statement is filed, or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Offer Registration Statement is declared which had ceased to remain effective and (in the Registered Exchange Offer is consummatedcase of (iii)(B) of this Section 4(a)), (iii) or upon the effectiveness of the Shelf Registration Statement is declared which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Notes as a result of such clause (or (iv) the Shelf Registration Statement again becomes effectiverelevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Additional Interest due on the transfer restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable to the Holders of affected Notes in cash semi-annually on each interest payment date specified by an additional $ 0.05 per week per $1,000 the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date. Commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the affected Registrable Notes of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (National Tobacco Co Lp)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if each of the Issuers agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 60th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), commencing on the 61st day following delivery of the Shelf Registration Statement is filed Notice, Additional Interest shall accrue on the Registrable Notes over and declared effective within above the stated interest at a rate of 0.50% per annum for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each or such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective60th day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.25% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to accrue; provided the Effectiveness Date applicable thereto or (B) notwithstanding that the rate for additional interest Issuers have consummated or will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the applicable Effectiveness Date, then, commencing on the day after such applicable Effectiveness Date, Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the day after the applicable Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iiiii) if (A) the date on which such Security has been effectively registered under the Securities Act and disposed of Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the Issue Date, (B) the Exchange Registration Statement ceases to be effective at any time prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the (x) 210th day after the Issue Date in the case of (A) above or (y) the day such Exchange Registration Statement or Shelf Registration ceases to be effective in the case of (iiiB) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 2.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within five Business Days after each and every date on which such Security an event occurs in respect of which Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (as specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuer and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 300th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on the (x) 300th day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective (other than because of the sale of all of the Securities registered thereunder), in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 0.75% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement is not declared effective within 150 days after or the Issue Date Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Shelf Filing Date, Exchange Securities for all Securities tendered (iiiin the case of clause (iii)(A) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv) upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Securities in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuer shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each April 15 and October 15 (to the holders of record on April 1 and October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Kronos International Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.25% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 90th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 91st day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate 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 in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each March 15 and September 15 (to the holders of record on the March 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Omega Healthcare Investors Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if the Exchange Offer Registration Statement is has not been filed with the Commission on or prior to 90 days after the Issue Filing Date or the Initial Shelf Registration Statement is has not been filed with the Commission on or before prior to the Shelf date by which it is required to be filed pursuant to Section 3(a) hereof, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of 25 basis points per annum for the first 90 days immediately following the Filing DateDate or such required date, as the case may be, such Additional Interest rate increasing by an additional 25 basis points per annum at the beginning of each subsequent 90-day period;
(ii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and the Exchange Offer Registration Statement is not declared effective within 150 days after by the Issue SEC on or prior to the Effectiveness Date or the Initial Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 the 135th day after filing thereof, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated inter- est at a rate of 25 basis points per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 25 basis points per annum at the beginning of each subsequent 90-day period; and
(iii) if Additional Interest is not then accruing pursuant to Section 4(a)(i) and 4(a)(ii) and (A) the Issuers have not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date (including by reason of the Exchange Registration Statement ceasing to be effective) or (B) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of 25 basis points per annum for the first 90 days commencing on the (x) 165th day after the Issue Date, in the case of (A) above, or (ivy) the day such Shelf Registration ceases to be effective in the case of (B) above, such Additional Interest rate increasing by an additional 25 basis points per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 100 basis points per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (a)(i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration Statement as required hereunder (in the case of clause (a)(ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (a)(iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (a)(iii)(B) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is filed understood and declared agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Registrable Security. Payment of any Additional Interest shall be subject to Section 9 and the penultimate paragraph of Section 5.
(b) The Issuers shall notify the Trustee within 90 five business days after the Shelf Filing Date but shall thereafter cease each and every date on which an event occurs in respect of which Additional Interest is required to be effective paid (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration DefaultEvent Date"). The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the Company and benefit of the Guarantors Holders thereof, on or before the applicable semi-annual in- terest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be jointly and severally obligated determined by applying the applicable Additional Interest rate to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted the affected Registrable Securities held by of such Holder until Holders, (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed). Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date provided, however, that if the applicable Event Date is not a business day, Additional Interest shall not begin to accrue or increase, as the case may be, until the next succeeding business day. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes the sole and exclusive remedy for a breach of Section 2 or 3 and is a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration or Exchange Registration Statement is filedto be filed or declared effective, (ii) the an Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the to be consummated or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Samples: Registration Rights Agreement (United Auto Group Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to the applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such lapsed Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such lapsed Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 150th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 36th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.50% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the Shelf Registration Statement is not filed with as required hereunder (in the Commission on or before the Shelf Filing Datecase of clause (i) above of this Section 4(a)), (ii2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the applicable Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of clause (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which shall cease to accrue and the interest rate borne by the Registrable Notes will be increased reduced to the original interest rate.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each April 15 and October 15 (to the holders of record on the April 1 and October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto agree Company and each Subsidiary Guarantor acknowledges and agrees that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail or any Subsidiary Guarantor fails to fulfill their its material obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, the Company and the Subsidiary Guarantors agree to pay additional cash interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or the Shelf Filing Date, as applicable, Additional Interest shall accrue on the Transfer Restricted Securities over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities for the first 90 days immediately following the Filing Date or Shelf Filing Date, as applicable, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date or the Shelf Effectiveness Date, as applicable, Additional Interest shall accrue on the Transfer Restricted Securities over and above any stated interest at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities for the first 90 days immediately following the Effectiveness Date or Shelf Effectiveness Date, as applicable, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(iii) if (iA) the Company (and any Subsidiary Guarantor) has not exchanged Exchange Notes for all Transfer Restricted Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the date that is 30 Business Days after the Effectiveness Date, (B) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective (at any time prior to the time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iiiC) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of its effective date (other than such time as all Transfer Restricted Securities have been disposed of thereunder) and is not declared effective again within 30 days, or (D) pending the announcement of a material corporate transaction, the Company issues a written notice pursuant to Section 6(e)(v) or (vi) that a Shelf Registration or Exchange Offer Registration Statement is unusable and the aggregate number of days in any 365-day period for which all such notices issued or required to be issued, have been, or were required to be, in effect exceeds 90 days in the aggregate, in the case of a Shelf Registration, or 15 days in the aggregate in the case of an Exchange Offer Registration Statement, then Additional Interest shall accrue on the Transfer Restricted Securities, over and above any stated interest, at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities commencing on (w) the 31st Business Day after the Effectiveness Date, in the case of (A) above, or (x) the day the Exchange Offer Registration Statement ceases to be effective without being declared effective again within 30 days, in the case of clause (B) above, or (ivy) the day such Shelf Registration ceases to be effective in the case of (C) above, or (z) the day the Exchange Offer Registration Statement again becomes effectiveor Shelf Registration ceases to be usable and exceeds the dates set forth in clause (D) above, in the case of clause (D) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that, in each case, the maximum Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.00% per annum; and provided further, that (1) upon the filing of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or Initial Shelf Registration (in the case of (ii) above), (3) upon the exchange of Exchange Notes for all Transfer Restricted Securities tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement that had ceased to remain effective (in the case of clause (iii)(B) above), or upon the effectiveness of a Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), or (4) upon the effectiveness of such Registration Statement or Exchange Offer Registration Statement (in the case of clause (iii)(D) above), Additional Interest on the Transfer Restricted Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company shall notify the Trustee within three Business Days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii) or
(a) (iii) of this Section 4 will be increased payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such date, commencing with the first such semi-annual date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Debt Registration Rights Agreement (Green Field Energy Services, Inc.)
Additional Interest. (a) The parties hereto agree that From and after the Holders date an Event of Transfer Restricted Securities will suffer damages if Default occurs and is continuing until all existing Events of Default have been cured or waived, interest ("EVENT OF DEFAULT INTEREST") in addition to the Company and the Guarantors fail accrual of Original Issue Discount shall accrue at 2.0% per annum on a principal amount per Security equal to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed Issue Price plus (ii) the Original Issue Discount plus (iii) any Additional Interest, in each case, with respect to (ii) and (iii), accrued to the Commission on or date immediately prior to 90 days the date of the occurrence of an Event of Default. Such Event of Default Interest shall accrue from the date of the occurrence of an Event of Default on a semiannual bond equivalent basis using a 360-day year composed of twelve 30-day months, and shall automatically cease to accrue once all existing Events of Default have been cured or waived.
(b) From and after the date that the Consolidated Leverage Ratio has exceeded 5.18 to 1.0 as of the end of the two consecutive fiscal quarters most recently then ended (the "EXCESS LEVERAGE DATE"), interest ("EXCESS LEVERAGE INTEREST") in addition to the accrual of Original Issue Discount shall accrue at 3.0% per annum on a principal amount per Security equal to (i) the Issue Price plus (ii) the Original Issue Discount plus (iii) any Additional Interest, in each case, with respect to (ii) and (iii), accrued to the date immediately prior to the Excess Leverage Date. Such Excess Leverage Interest shall accrue from the Excess Leverage Date on a semiannual bond equivalent basis using a 360-day year composed of twelve 30-day months, and shall automatically cease to accrue once the Consolidated Leverage Ratio no longer exceeds 5.18 to 1.0. If at any time following the end of a fiscal quarter during which Excess Leverage Interest accrued and the Consolidated Leverage Ratio as of the end of such fiscal quarter is less than or equal to 5.18 to 1.0, the Company shall deliver promptly, but in any event within five Business Days of the delivery by the Company to the Trustee of the financial information of the Company required pursuant to Section 4.02, a notice stating that Excess Leverage Interest ceased to accrue as of the end of the immediately preceding fiscal quarter, and the Excess Leverage Interest shall be deemed to have ceased to accrue as of the end of such immediately preceding fiscal quarter.
(c) In the event that the Company would be required to accrue Event of Default Interest under Section 6.13(a) and Excess Leverage Interest under Section 6.13(b), the Company shall accrue only Excess Leverage Interest for as long as it is required under Section 6.13(b). In no event shall the Company concurrently accrue both Event of Default Interest and Excess Leverage Interest.
(d) Notwithstanding the existence of any Event of Default that has not been cured or waived or the Shelf Registration Statement is not filed with Consolidated Leverage Ratio exceeding 5.18 to 1.0, Additional Interest shall cease to accrue on any Security when the Commission same becomes due and payable on or before the Shelf Filing Dateearlier to occur of (i) acceleration pursuant to Section 6.02, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Redemption Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, and (iii) the Registered Exchange Offer is not consummated on Stated Maturity, upon declaration or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)otherwise.
Appears in 1 contract
Samples: Indenture (Hanover Compressor Co /)
Additional Interest. In the event that:
(aA) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is not filed with the Commission on or prior to 90 days the 150th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission on or before prior to the Shelf Filing Datedate required by Section 2(b) hereof, then commencing on the day after the applicable required filing date, liquidated damages shall accrue on the principal amount of the Junior Subordinated Debentures and, if the Exchange Offer has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the liquidation amount of the Capital Securities and, if the Exchange Offer has been consummated, the New Capital Securities, each at a rate of 0.25% per annum; or
(iiA) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is not declared effective within 150 days by the Commission on or prior to the 180th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated Commission on or prior to 180 days the 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after the Issue Date, or (iv) liquidated damages shall accrue on the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filedJunior Subordinated Debentures and, (ii) if the Exchange Offer Registration Statement is declared effective has been consummated, the New Junior Subordinated Debentures, and additional Distributions shall accumulate on the Registered liquidation amount of the Capital Securities and, if the Exchange Offer is has been consummated, the New Capital Securities, each at a rate of 0.25% per annum; or
(iiiv) (A) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Issuer Trust has not exchanged New Capital Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate all Capital Securities validly tendered for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement exchange by their respective Holders or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor has not exchanged the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 New Guarantee or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).New Junior
Appears in 1 contract
Samples: Registration Rights Agreement (Triangle Capital Trust)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes which are required to be registered under the applicable Exchange Offer Registration Statement or Shelf Registration Statement is not filed with at a rate of 0.25% per annum for the Commission first 90 days commencing on or before the Shelf Filing (x) 180th day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) to and including (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Shelf Filing Date, Exchange Notes for all Securities tendered (iiiin the case of clause (iii)(A) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv) upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Company shall not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof. Each reference in this Indenture to payment of interest due with respect to any Note includes payment of any Additional Interest due with respect thereto.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash, in each case, semiannually on each April 15 and October 15 (to the holders of record on the April 1 and October 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur year comprised of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Samples: Registration Rights Agreement (Heritage Property Investment Trust Inc)
Additional Interest. (a) The parties hereto Company, the Guarantors and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors fail to fulfill their respective obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated agree to pay pay, as liquidated damages, additional interest on the Securities("ADDITIONAL INTEREST") under the circumstances and to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until extent set forth below (without duplication):
(i) if neither the applicable Exchange Registration Statement is filednor the Shelf Registration has been filed on or prior to the Filing Date, Additional Interest shall accrue on the Securities over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 151st day after the Issue Date, Additional Interest shall be accrued on the Securities included or that should have been included in such Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Company and the Guarantors have not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 190th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Registered Effectiveness Period, then Additional Interest shall be accrued on the Securities(over and above any interest otherwise payable on the Securities) at a rate of 0.50% per annum on (x) the 191st day after the Issue Date, in the case of (A) above, or (y) the day the Exchange Offer Registration Statement ceases to be effective without being declared effective within five business days in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective, in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Security that is consummatedthe subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Security); PROVIDED, HOWEVER, that the Additional Interest rate on any affected Security may not exceed at any one time in the aggregate 2.0% per annum; and PROVIDED, FURTHER, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration (in the case of clause (i) of this Section 4(a)), (iii2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration Statement is declared effective (in the case of clause (ii) of this Section 4(a)), or (iv3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement that had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)) or upon the effectiveness of the Shelf Registration Statement again becomes effectivethat had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the affected Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company and the Guarantors shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of Addi- tional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semi-annually on each June 1 and December 1 (to the holders of record on the May 15 and November 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year consisting of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, days elapsed) and the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on denominator of which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Guarantors acknowledge and agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and Issuers or the Guarantors fail to fulfill their material obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if if:
(i) (A) neither the Exchange Offer Registration Statement nor a Shelf Registration is not filed with declared effective by the Commission SEC on or prior to 90 days after the Issue Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers and the Guarantors are required to file a Shelf Registration Statement is not filed with the Commission on or before the and such Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the 90th day following the date such Shelf Registration was filed; or
(ii) (A) the Issuers have not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer for Exchange Notes on or prior to the 30th Business Day after the Issue Date, date on which the Exchange Registration Statement was declared effective or (ivB) if applicable, the Shelf Registration Statement is filed and has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time prior to the Effectiveness Period; provided that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company Issuers and the Guarantors will be jointly permitted to suspend the use of the prospectus that is part of the Shelf Registration if their management determines to do so for valid business reasons, including circumstances relating to pending corporate developments and severally obligated similar events or filings with the SEC, for a period not to pay exceed 45 days in any three-month period and not to exceed an aggregate of 90 days in any twelve-month period and without specifying the nature of the event giving rise to a suspension in any notice of suspension provided to the Holders (each a “Registration Default,”), then additional interest to each Holder of Transfer Restricted Securities, during (“Additional Interest”) shall accrue on the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Notes at a rate of 0.50% per annum for the first 90 days commencing on the day following the Registration Statement is filedDefault, (ii) and increasing to 1.00% thereafter, to but excluding the Exchange Offer day on which the Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted SecuritiesDefault has been cured. All accrued additional interest Additional Interest will be paid to each Holder semi-annually in arrears with the same manner as interest payments payment due on the Transfer Restricted Securities on semi-annual payment dates that correspond to first interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) date following the date on which such Security has been exchanged for a freely transferable Exchange Security in Additional Interest begins to accrue; provided, however, that (a) the Registered Exchange Offer, Additional Interest on the Notes may not accrue under more than one of the foregoing clauses (i) and (ii) at any one time and in no event will Additional Interest accrue after the Effectiveness Period, (b) if a Holder is not able to or does not provide the representations and information required in connection with a Shelf Registration in a timely manner and is therefore not named as a selling security holder in a Shelf Registration, the Holder will not be entitled to receive any Additional Interest with respect to its Notes; and (c) the Issuers and the Guarantors will have no other liabilities with respect to any Registration Default.
(b) The Issuers shall notify the Trustee within 5 Business Days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a)(i) or (a)(ii) of this Section 4 will be payable in cash, on the dates and in the manner provided in the Indenture and whether or not any cash interest would then be payable on such Security has been effectively registered under the Securities Act and disposed of in accordance date, commencing with the Shelf Registration Statement or first such semi-annual date occurring after any such Additional Interest commences to accrue.
(iiic) The Representatives acknowledge and agree that the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall Issuers will not be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make Additional Interest once the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)Notes become freely tradeable under Rule 144.
Appears in 1 contract
Additional Interest. (a) The parties hereto Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances set forth below:
(i) if the Exchange Offer Registration Statement is has not been filed with the Commission on or prior to 90 days after the Issue Filing Date or the Initial Shelf Registration Statement is has not been filed with within 30 days following the Commission on or before delivery of a Shelf Notice prior to the Shelf Filing Date, filing date;
(ii) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 the Effectiveness Date; and/or
(iii) if either (A), if applicable, the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to 60 days after the Issue Date, date on which the Exchange Registration Statement was declared effective or (ivB) , if applicable, the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement is filed and has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration ceases to be effective (at any time that prior to the Company earlier of the date on which all Registrable Notes covered by the Shelf Registration have been sold in the manner set forth and as contemplated in the Guarantors are obligated to maintain Shelf Registration or the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective second anniversary of the Issue Date; (each such event referred to in clauses (i) through (iv), iii) above is a "Registration Default"), the Company sole remedy available to holders of the Notes will be the immediate accrual of Additional Interest as follows: the per annum interest rate on the Notes will increase by 0.5% upon the occurrence of the first Registration Default; and the Guarantors per annum interest rate will be jointly and severally obligated increase by an additional 0.25% for each subsequent 90-day period during which any Registration Default remains uncured, up to pay a maximum additional interest to each Holder rate of Transfer Restricted Securities, during the period of one or more such 2.0% per annum for all Registration Defaults, provided, however, that (1) upon the filing of the Exchange Registration Statement or the Initial Shelf Registration (in an amount equal to $0.05 per week per $1,000 principal amount the case of Transfer Restricted Securities held by such Holder until (i) above), (2) upon the applicable effectiveness of the Exchange Registration Statement is filedor a Shelf Registration (in the case of (ii) above) or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of (iii)(A) above), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, or (iii) (or the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effectiverelevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the interest rate originally borne by the Notes and provided, further, that in the case of a Registration Default under (iii)(c) above, Additional Interest will only be payable with respect to Notes so long as they are Registrable Notes.
(b) The Company shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semi-annually on each February 1 and August 1 (to the Holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest with respect to each Note will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90such Note, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semitwelve 30-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(aday months), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (High Voltage Engineering Corp)
Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if If (i) on or prior to 60 days following the date of original issuance of the Registrable Preferred Securities the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date Statement, or the Shelf Registration Statement is in the event that (A) the Exchange Offer, or the making of any exchange by a Holder, would violate applicable law or any applicable interpretation of the staff of the Commission, (B) any action or proceeding shall have been instituted in any court by or before any governmental agency with respect to the Exchange Offer which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, (C) such Exchange Offer will result in a "Tax Event" as defined in the Indenture, or (D) there shall have been adopted or enacted any law, statute, rule or regulation which, in the judgment of the Trust and the Company, would materially impair the ability of the Trust to proceed with the Exchange Offer, has not been filed with the Commission on Commission, or before the Shelf Filing Date, (ii) on or prior to the 120th day following the issuance of the Registrable Preferred Securities such Exchange Offer Registration Statement is not declared effective within 150 days after effective, or (iii) on or prior to the Issue Date 180th day following the issuance of the Registrable Preferred Securities the Exchange Offer is not consummated or the a Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv)each, a "Registration Default"), additional interest ("Registration Penalty") will accrue on the Company Debentures and, accordingly, additional Distributions will accrue on the Preferred Securities, in each case from and including the Guarantors day following such Registration Default. A Registration Penalty will be jointly paid semi-annually in arrears, with the first semi-annual payment due on the first interest or distribution payment date, as applicable, following the date on which such Registration Penalty begins to accrue, and severally obligated will accrue at a rate per annum equal to pay an additional interest to each Holder of Transfer Restricted Securities, during the period one-quarter of one or more such percent (0.25%) per Registration Defaults, Default (not to exceed in an amount equal to $0.05 per week per $1,000 the aggregate 0.50%) of the principal amount of Transfer Restricted Securities held by such Holder until (i) or liquidation amount, as applicable. Such Registration Penalty will cease to accrue on the applicable Registration Statement is filed, (ii) date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) consummated or the Shelf Registration Statement is declared effective by the Commission, as applicable. In the event that a Shelf Registration Statement is filed and declared effective, but subsequently ceases to be effective during the Effectiveness Period for more than 90 days, whether or not consecutive, during any 12-month period, then a Registration Penalty will accrue at a rate per annum equal to one-half of one percent (iv0.50%) of the principal amount or liquidation amount, as applicable, from such 91st day until such time as the Shelf Registration Statement again becomes effective, as the case may be, which rate . At no time will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure Penalty in excess of all Registration Defaults, the accrual one-half of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: one percent (i0.50%) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such Security is distributed be payable pursuant to the public pursuant to Rule 144 under provisions of the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)Registration Rights Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Bankunited Financial Corp)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if each of the Issuers agrees to pay, as liquidated damages, additional cash interest, whether or not cash interest is otherwise payable on the Registrable Notes pursuant to the terms of the Indenture, on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth ------------------- below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 75th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), commencing on the 76th day following delivery of the Shelf Registration Statement is filed and declared effective within 90 days after Notice, Additional Interest shall accrue on the Shelf Filing Date but shall thereafter cease to be effective average Accreted Value (at any time that as defined in the Company and the Guarantors are obligated to maintain the effectiveness thereofIndenture) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for the first 90 days immediately following the Filing Date or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective75th day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.25% per week per $1,000 principal amount annum of Transfer Restricted Securities for such average Accreted Value at the beginning of each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to accrue; provided the Effectiveness Date applicable thereto or (B) notwithstanding that the rate for additional interest Issuers have consummated or will consummate an Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid declared effective by the Commission on or prior to each Holder in the same manner as interest payments Effectiveness Date, then, commencing on the Transfer Restricted Securities day after such applicable Effectiveness Date, Additional Interest shall accrue on semi-annual payment dates that correspond to interest payment dates the average Accreted Value during the period of the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for the Transfer Restricted Securities. first 90 days immediately following the day after the applicable Effectiveness Date, such Additional interest only accrues during a Registration Default. Following Interest rate increasing by an additional 0.25% per annum of such average Accreted Value at the cure beginning of each subsequent 90-day period; and
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Registration Defaults, Notes validly tendered in accordance with the accrual terms of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest Exchange Offer on or prior to occur of: (i) 35 days after the date on which such Security the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been exchanged declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the average Accreted Value during the period of the Registrable Notes at a rate of 0.50% per annum of such average Accreted Value for a freely transferable Exchange Security the first 90 days commencing on the (x) 36th day after such effective date in the Registered case of (A) above or (y) the day such Exchange OfferRegistration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum of such average Accreted Value at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes -------- ------- may not exceed in the aggregate 2.0% per annum of the average Accreted Value of the Registrable Notes during the interest payment periods in which such Additional Interest shall accrue; provided further that (1) upon the filing of -------- ------- the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes validly tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which such Security has been effectively registered under the Securities Act and disposed an event occurs in respect of in accordance with the Shelf Registration Statement or (iii) the date on which such Security Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of ---------- Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash semi-annually on each March 15 and September 15 (to the Holders of Registrable Notes of record on March 1 and September 1 immediately preceding such dates), commencing with the first such payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the applicable average Accreted Value of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Muzak Holdings Finance Corp)
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date, Additional Interest shall be accrued on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 166th day after the Issue Date, in the case of (A) above, or (ivy) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable -------- ------- Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration -------- ------- Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement is filed and declared which had ceased to remain effective within 90 days after (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Filing Date but Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall thereafter cease to be effective (at accrue. It being understood and agreed that, notwithstanding any time that provision to the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days contrary, so long as any Registrable Security is then covered by an additional effective Shelf Registration Statement filed Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day after each and declared effective every date on which an event occurs in respect of which Additional Interest is required to be paid (each such event referred to in clauses (i) through (iv), a an "Registration DefaultEvent Date"). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the Company and benefit of the Guarantors Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during determined by multiplying the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities held of such Holders, multiplied by a fraction, the numerator of which is the number of days such Holder until Additional Interest rate was applicable during such period (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement is filed, (ii) the or Exchange Offer Registration Statement is to be filed or declared effective and the Registered Exchange Offer is consummatedeffective, (iii) the or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Samples: Registration Rights Agreement (Pen Tab Industries Inc)
Additional Interest. In the event that:
(aA) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is not filed with the Commission on or prior to 90 days the 150th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission on or before prior to the Shelf Filing Datedate required by Section 2(b) hereof, then commencing on the day after the applicable required filing date, liquidated damages or additional Distributions, as the case may be, shall accrue on the principal or liquidation amount of the Registrable Securities to which such default relates at a rate of 0.25% per annum; or
(iiA) neither the Exchange Offer Registration Statement nor a Shelf Registration Statement is not declared effective within 150 days by the Commission on or prior to the 180th day after the Issue Date or (B) notwithstanding that the Company and the Issuer Trust have consummated or will consummate an Exchange Offer, the Company and the Issuer Trust are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated Commission on or prior to 180 days the 30th day after the date such Shelf Registration Statement was required to be filed, then, commencing on the 181st day after the Issue Date, liquidated damages or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effectiveDistributions, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 shall accrue on the principal or liquidation amount of Transfer Restricted the Registrable Securities to which such default relates at a rate of 0.25% per annum; or
(iii) (A) the Issuer Trust has not exchanged New Capital Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that all Capital Securities validly tendered for exchange by their respective Holders or the rate for additional interest will Company has not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in exchanged the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates New Guarantee or New Junior Subordinated Debentures for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following Guarantee or Junior Subordinated Debentures validly tendered, in accordance with the cure terms of all Registration Defaults, the accrual of additional interest will cease. As used herein, Exchange Offer on or prior to the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) 30th day after the date on which such Security the Exchange Offer Registration Statement was declared effective or (B) if applicable, the Shelf Registration Statement has been exchanged for declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the expiration of the Rule 144(k) Period (other than after such time as all Capital Securities have been disposed of thereunder, otherwise cease to be Registrable Securities), then liquidated damages or additional Distributions, as the case may be, shall accrue on the principal or liquidation amount of the Registrable Securities at a freely transferable Exchange Security rate of 0.25% per annum commencing on (x) the 31st day after such effective date, in the Registered case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective in the case of (B) above, except as provided in the next succeeding paragraph hereto; PROVIDED, HOWEVER, that neither the liquidated damages nor additional Distributions on the principal or liquidation amount of such Registrable Securities may exceed in the aggregate 0.25% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the Exchange OfferOffer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of New Capital Securities, the New Guarantee and New Junior Subordinated Debentures for all Capital Securities, the Guarantee and all Junior Subordinated Debentures tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above) liquidated damages or additional Distributions on the principal or liquidation amount of such Registrable Securities shall cease to accrue and accumulate. If the Company or Issuer Trust issues a notice pursuant to Section 2(c) hereof that the Shelf Registration Statement is unusable due to the pendency of an announcement of a material corporate transaction, or such notice is required under applicable securities laws to be issued by the Company or Issuer Trust, and the aggregate number of days in any consecutive twelve-month period for which the Shelf Registration Statement shall not be usable due to all such notices issued or required to be issued exceeds 30 days in the aggregate, then the interest rate borne by the Securities will be increased as described above beginning on the 31st such date that such Shelf Registration Statement ceases to be usable. Upon the Shelf Registration Statement once again becoming usable, the interest rate borne by the Securities will be reduced to the original interest rate if the Company or Issuer Trust is otherwise in compliance with this Agreement as such time. Any amounts of liquidated damages and additional distributions due pursuant to Section 2(f)(i), (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) above ("Liquidated Damages"), will be payable in cash on the date next succeeding January 15 or July 15 , as the case may be, to Holders on which such Security is distributed the relevant record dates for the payment of interest and distributions pursuant to the public pursuant to Rule 144 under Indenture and the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a)Trust Agreement, neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)respectively.
Appears in 1 contract
Samples: Registration Rights Agreement (United Community Capital Trust)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after the Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 180th day after the Issue Date or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 180th day after such Issue Date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of the Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement is not filed with or the Commission on or before applicable Shelf Registration as required hereunder (in the Shelf Filing Datecase of clause (i) above of this Section 4), (ii2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the applicable Exchange Notes for all Notes validly tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuer shall notify the Trustee within three business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Gaylord Container Corp /De/)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.25% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th business day from the date the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 30th business day from the date the Exchange Offer Registration Statement was declared effective, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effective, as required hereunder (in the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, clause (ii) of this Section 4), or (3) upon the date on which such Security has been effectively registered under exchange of the Exchange Notes for all Securities Act and disposed tendered (in the case of in accordance with clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement or which had ceased to remain effective (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).case of
Appears in 1 contract
Samples: Registration Rights Agreement (Appliance Warehouse of America Inc)
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if either the Exchange Offer Registration Statement is or the Initial Shelf Registration Statement has not been filed with the Commission on or prior to the Filing Date (unless, with respect to the Exchange Offer Registration Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred prior to the Filing Date), Additional Interest shall accrue on the Notes over and above the stated interest on the principal at a rate equal to 50 basis points for the first 90 days after the Issue Date (or the Shelf Registration Statement is not filed with the Commission on any part thereof) immediately following such date, such Additional Interest rate increasing by an additional 50 basis points for each subsequent 90-day period (or before the Shelf Filing Date, any part thereof);
(ii) if either the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Initial Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated Commission on or prior to 180 the Effectiveness Date (unless, with respect to the Exchange Offer Registration Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred), Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest on the principal at a rate equal to 50 basis points for the first 90 days (or any part thereof) immediately following the day after such date, such Additional Interest rate increasing by an additional 50 basis points for each subsequent 90-day period (or any part thereof); and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the fifth day after the Issue Expiration Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (iiB) the Exchange Offer Registration Statement is ceases to be effective at any time prior to the Expiration Date, or (C) if applicable, any Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Registered Effectiveness Period, then Additional Interest shall accrue on the Notes (over and above any interest otherwise payable on principal of the Notes) at a rate equal to 50 basis points for the first 90 days (or any part thereof) commencing on (x) the sixth day after the Expiration Date, in the case of (A) above, or (y) the day the Exchange Offer is consummatedRegistration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 50 basis points for each such subsequent 90-day period (or any part thereof); provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 150 basis points; provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)), (iii2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4(a)) or (iv3) upon the exchange of Exchange Securities for all Notes validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration Statement again becomes which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue (but any accrued amount shall be payable).
(b) The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. Any accrued Additional Interest amount shall be due and payable on each interest payment date immediately after the applicable Event Date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indentures. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement or Exchange Offer Registration Statement to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Telesystems Europe B V)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) istration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not filed with declared effective by the Commission SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the later of the 45th day after the date on which the Exchange Offer Registration Statement relating thereto was declared effective or the 300th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not has been declared effective within 150 days after the Issue Date or the and such Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration DefaultsEffectiveness Period, in an amount equal to $0.05 per week per $1,000 then Additional Interest shall accrue on the principal amount of Transfer Restricted Securities held by such Holder until the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (ix) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective 46th or (iv) the Shelf Registration Statement again becomes effective301st day, as the case may be, which after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate will be increased shall increase by an additional $ 0.05 0.50% per week per $1,000 annum at the beginning of each such subsequent 90-day period; terest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within three business days after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on each January 1 and July 1 (to the holders of record on the December 15 and June 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration Statement has been filed with the Commission SEC on or prior to 90 days after the Issue applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement is and such Shelf Registration Statement has not been filed with the Commission SEC on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration Statement has been declared effective within 150 by the SEC on or prior to the applicable Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement has not been declared effective by the SEC on or prior to the applicable Effectiveness Date with respect to such Shelf Registration Statement, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 165th day following the Issue Date or the (B) if applicable, a Shelf Registration Statement is not has been declared effective within and such Shelf Registration Statement ceases to be effective at any time during the Effectiveness Period, then, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days of commencing on the Shelf Filing Date, (iiix) the Registered Exchange Offer is not consummated on or prior to 180 days after 165th day following the Issue Date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective in the case of (at any time that the Company B) above, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days such Additional Interest rate shall increase by an additional Registration Statement filed and declared effective (0.25% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes as a result of the provisions of clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) and (iii) of this Section 4 may not exceed in the aggregate 1.0% per annum; provided further, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement is declared effective and or the Registered Exchange Offer is consummated, (iii) the applicable Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of a Subsequent Shelf Registration Statement again becomes effectivein the case of Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues shall cease to accrue; provided that .
(b) The Issuers shall notify the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to Trustee within three business days after each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the and every date on which such Security has been exchanged for a freely transferable Exchange Security an event occurs in the Registered Exchange Offerrespect of which Additional Interest is required to be paid (an "Event Date"), (ii) which notice shall also be at least three business days prior to the date on which such Security has been effectively registered under the Securities Act and disposed of any payment to be made in accordance with the Shelf Registration Statement following sentence. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (iiia)(iii) the date on which such Security is distributed of this Section 4 will be payable in cash simultaneously with, and to the public pursuant same persons entitled to Rule 144 under receive, stated interest on the Securities Act or Notes, commencing with the first such payment of interest occurring after any such Additional Interest commences to accrue. The amount of Additional Interest payable with respect to Registrable Notes will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to number of days such Additional Interest rate was applicable during such period (determined on the contrary basis of a 360-day year comprised of twelve 30-day months and, in this Section 3(athe case of a partial month, the actual number of days elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if (i) the Exchange Offer Registration Statement is not filed with Issuers jointly and severally agree to pay, as liquidated damages and as set forth in the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company Indenture and the Guarantors are obligated Notes, additional interest on the Notes ("Additional Interest") under the circumstances and to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective extent set forth below (each such event referred to in clauses (i) through (iv)v) below, a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until ):
(i) if the Exchange Offer Registration Statement has not been filed with the SEC on or prior to the Filing Date;
(ii) if the Exchange Offer Registration Statement has not been declared effective on or prior to the Effectiveness Date;
(iii) if the Exchange Offer has not been consummated within 240 days after the Issue Date;
(iv) if the Shelf Registration has not been filed on or prior to the Shelf Filing Date or declared effective within 150 days following the delivery of the Shelf Notice, as the case may be; or
(v) if (A) the Exchange Offer Registration Statement has been declared effective but ceases to be effective for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed with the SEC and declared effective at any time prior to the time that the Exchange Offer is consummated or (B) the Shelf Registration or any Subsequent Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period for a period of 15 consecutive days without being succeeded immediately by any additional Registration Statement filed and declared effective, then Additional Interest shall accrue on the Notes over and above the interest rate then applicable to the Notes on each day during the first 90-day period immediately following the occurrence of such Registration Default, at a rate equal to 25 basis points (0.25%) per annum. The amount of Additional Interest will increase by an additional 25 basis points (0.25%) per annum during each subsequent 90-day period until the applicable Registration Statement is filed, (ii) the Exchange Offer applicable Registration Statement is declared effective and effective, the Registered Exchange Offer is consummated, (iii) consummated or the Shelf Registration Statement is declared effective or (iv) the Shelf applicable Registration Statement again becomes effective, as the case may be, provided, however, that the Additional Interest rate on the Notes may not exceed 100 basis points (1.00%) per annum and, accordingly, the maximum interest rate on the Notes may not exceed 12%; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement (in the case of (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement (in the case of (ii) above), (3) upon the consummation of the Exchange Offer (in the case of (iii) above), (4) upon the filing of the Shelf Registration or upon the effectiveness of a Shelf Registration, as applicable (in the case of (iv) above), or (5) upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (v)(A) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(B) above), the interest rate borne by the Notes, including Additional Interest, will be increased reduced by an additional $ 0.05 per week per $1,000 principal the amount of Transfer Restricted Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be. Notwithstanding the foregoing, the Issuers shall not be required to pay such Additional Interest with respect to the Registrable Securities for each 90-day period that any additional interest described held by a Holder if the applicable Registration Default arises from the failure of the Issuers to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 3 continues 4 by reason of the failure of such Holder to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner provide such information as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged Company may reasonably request, with reasonable prior written notice, for a freely transferable Exchange Security use in the Registered Exchange OfferShelf Registration Statement or any Prospectus included therein to the extent the Company reasonably determines that such information is required to be included therein by applicable law, (ii) the date on which NASD or the SEC may request in connection with such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth agreements of such Holder contained in the second to last penultimate paragraph of Section 1 or failed 5 to provide the information required extent compliance thereof is necessary for the Shelf Registration Statement to be provided by it, if any, declared effective.
(b) The Company shall notify the Trustee within three Business Days after each Registration Default (an "Event Date"). Any amounts of Additional Interest due pursuant to clause (i), (ii), (iii), (iv) or (v) of Section 4(n4(a) hereof will be payable in cash semi-annually on each March 15 and September 15 (to the holders of record on the March 1 and September 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes making up the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Radnor Holdings Corp)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registerable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission SEC on or prior to the date 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 by the SEC on or prior to the date 180 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days immediately following such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the applicable Exchange Offer Registration Statement or Shelf Registration is declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue DateDate (other than after such time as all Notes have been disposed of thereunder or all Notes are eligible to be sold pursuant to Rule 144(k)), then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.50% per annum for the first 90 days commencing on (x) the 46th day after such effective date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective effective, in the case of (at any time that the Company B) above, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.00% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement filed and declared effective or the applicable Shelf Registration as required hereunder (each such event referred to in clauses the case of clause (i) through (ivabove of this Section 4), a "Registration Default"), (2) upon the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder effectiveness of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and or the Registered applicable Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Offer is consummatedNotes for all Securities tendered (in the case of clause (iii)(A) of this Section 4), (iii) or upon the effectiveness of the applicable Shelf Registration Statement is declared which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes as a result of such clause (or (iv) the Shelf Registration Statement again becomes effectiverelevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within three business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each May 1 and November 1 (to the holders of record on the April 15 and October 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Fleming Companies Inc /Ok/)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the date which is 100 days after from the Issue Date, or (iv) the date such Shelf Registration Statement is filed and declared was filed, then, commencing on the day after such required effective within date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days after the Shelf Filing Date but immediately following such -11- date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.50% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is relating thereto was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time it is required to be kept effective during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the applicable Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company shall notify the Trustee within three business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each July 15 and January 15 (to the holders of record on the July 1 and January 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their respective obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Securities (“Additional Interest”) under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to 90 120 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Securities over and above the stated interest at a rate of 0.5% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration Statement is not declared effective within 150 by the SEC on or prior to 210 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 240th day after the date on which the Exchange Offer Registration Statement was declared effective; provided, however, that if such 240th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Issue DateDate (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5% per annum for the first 90 days commencing on (x) the 241st day after such effective date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective effective, in the case of (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereofB) without being succeeded within 30 days above, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective (0.5% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) through (iv), a "Registration Default"), iii) of this Section 4(a) at the Company same time and at no time shall the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal aggregate amount of Transfer Restricted Securities held by such Holder until Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (i1) upon the applicable Registration Statement is filed, (ii) filing of the Exchange Offer Registration Statement is declared effective and or a Shelf Registration Statement (in the Registered case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer is consummated, (iii) Registration Statement or the Shelf Registration Statement is declared effective (in the case of clause (ii) of this Section 4(a)), or (iv3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement again becomes effectivethat had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semi-annually on each May 1 and November 1, commencing November 1, 2007, (to the holders of record on the April 15 and October 15 immediately preceding such dates), the same original interest dates as the Securities, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year consisting of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, days elapsed) and the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on denominator of which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to the Filing Date, then, commencing on the 121st day after the Issue Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 181st day after the Issue Date, Additional Interest shall accrue on the Notes included or that should have been included in such Registration Statement over and 12 -11- above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 225th day after the Issue Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period, then Additional Interest shall accrue (over and above any interest otherwise payable on or before the Shelf Filing Date, such Notes) at a rate of 0.50% per annum on (iix) the Exchange Offer Registration Statement is not declared effective within 150 days 226th day after the Issue Date or with respect to the Shelf Registration Statement is Notes validly tendered and not declared effective within 90 days exchanged by the Company, in the case of the Shelf Filing Date, (iiiA) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateabove, or (ivy) the Shelf day the Exchange Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective in the case of (at any time that B) above, or (z) the Company and day such Shelf Registration ceases to be effective, in the Guarantors are obligated to maintain the effectiveness thereofcase of (C) without being succeeded within 30 days above, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective (0.50% per annum at the beginning of each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note that any additional interest described is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note);
(b) The Issuers shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to clauses (a)(i), (a)(ii) or (a)(iii) of this Section 3 continues 4 shall be payable to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount Holders of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder affected Notes as of the relevant record date in cash semi-annually on the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to original interest payment dates for as the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: Notes (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations as set forth in the second Indenture) commencing with the first such date occurring after any such Additional Interest commences to last paragraph accrue. The amount of Section 1 or failed to provide Additional Interest will be determined by multiplying the information required to be provided applicable Additional Interest rate by itthe principal amount of the affected Registrable Notes of such Holders, if anymultiplied by a fraction, pursuant to Section 4(nthe 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, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Amcast Radio Sales Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Company has consummated or will consummate the Exchange Offer, the Company is required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the Issue Date (unless such date is not a Business Day, then the next succeeding Business Day) or the (B) if applicable, a Shelf Registration Statement is not has been declared effective within and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days of commencing on the Shelf Filing Date, (iiix) the Registered Exchange Offer is not consummated on or prior to 180 days 210th day after the Issue Date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective in the case of (at any time that the Company B) above, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days such Additional Interest rate shall increase by an additional Registration Statement filed and declared effective (0.25% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i) through - (iv), a "Registration Default"), iii) at any one time and at no time shall the Company and the Guarantors will be jointly and severally obligated to pay aggregate amount of additional interest to each Holder accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of Transfer Restricted Securities, during the period applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until clause (i) the applicable Registration Statement is filedabove of this Section 4), (ii2) upon the effectiveness of the Exchange Offer Registration Statement is declared effective and or the Registered Exchange Offer is consummated, (iii) the applicable Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4) or (iv3) upon the exchange of the Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement again becomes effectivewhich had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall (i) pay Additional Interest only on Registrable Securities and (ii) not be obligated to pay Additional Interest provided in Sections 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during a Shelf Suspension Period permitted by Section 3(a) hereof.
(b) The Issuers shall notify the Trustee within two business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each February 1 and August 1 (to the holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Davis-Standard CORP)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their respective obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration required to be filed with the Commission pursuant to Section 2(c)(iv) has been filed on or prior to 90 days after the Issue applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement nor the initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date then, commencing on the day after the applicable Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following each such Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement was declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the second anniversary of the Issue DateDate (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days commencing on (x) the 91st day after such effective date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective effective, in the case of (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereofB) without being succeeded within 30 days above, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective (0.25% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) through (iv), a "Registration Default"), iii) of this Section 4(a) at the Company same time and at no time shall the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal aggregate amount of Transfer Restricted Securities held by such Holder until Additional Interest accruing exceed at any one time in the aggregate 1.5% per annum; and provided, further, however, that (i1) upon the applicable Registration Statement is filed, (ii) filing of the Exchange Offer Registration Statement is declared effective and or a Shelf Registration (in the Registered case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer is consummated, (iii) Registration Statement or the Shelf Registration Statement is declared effective (in the case of clause (ii) of this Section 4(a)), (3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or (iv4) upon the effectiveness of the applicable Shelf Registration Statement again becomes effectivethat had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within three Business Days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semi-annually on each Interest Payment Date (as defined in the Indenture). The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year consisting of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will ceasedays elapsed) and the denominator of which is 360. As used herein, the term "Transfer Restricted No Additional Interest shall accrue with respect to Notes that are not Registrable Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).
Appears in 1 contract
Samples: Registration Rights Agreement (Aerojet Ordnance Tennessee Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date, Additional Interest shall be accrued on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effec- tive and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall be accrued on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 251st day after the Issue Date, in the case of (A) above, or (ivy) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement or a Shelf Registration as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Registration Statement is filed and declared which had ceased to remain effective within 90 days after (in the case of (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Filing Date but Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall thereafter cease to be effective (at accrue. It is understood and agreed that, notwithstanding any time that provision to the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days contrary, so long as any Registrable Security is then covered by an additional effective Shelf Registration Statement filed Statement, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day after each and declared effective every date on which an event occurs in respect of which Additional Interest is required to be paid (each such event referred to in clauses (i) through (iv), a an "Registration DefaultEvent Date"). The Issuers shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the Company and benefit of the Guarantors Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each inter- est payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during determined by multiplying the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities held of such Holders, multiplied by a fraction, the numerator of which is the number of days such Holder until Additional Interest rate was applicable during such period (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed including the first day but excluding the last day of such period), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement is filed, (ii) the or Exchange Offer Registration Statement is to be filed or declared effective and the Registered Exchange Offer is consummatedeffective, (iii) the or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect and shall not be duplicative):
(i) if the Exchange Registration Statement (or, if the Exchange Offer Registration Statement is not permitted under applicable law or SEC policy, the Initial Shelf Registration) has not been filed with the Commission on or prior to the Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of 0.25% per annum for the first 90 days after immediately following the Issue Date or Filing Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Registration Statement is declared effective by the SEC nor the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date, (B) if applicable, the Shelf Registration has not been declared effective on or prior to the Consummation Date or (C) if applicable, such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above any interest otherwise payable on the Registrable Securities) at a rate of 0.25% per annum for the first 90 days commencing on the (x) 166th day after the Issue Date, in the case of (A) or (ivB) above, or (y) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Securities may not exceed at any one time in the aggregate 1.0% per annum; and provided, further, that (1) upon the filing of the Exchange Registration Statement (or, if the Exchange Offer is not permitted under applicable law or SEC policy, the Initial Shelf Registration) as required hereunder (in the case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Registration Statement or the filing of the Shelf Registration Statement is filed and declared effective within 90 days after as required hereunder (in the case of clause (ii) of this Section 4(a)), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Shelf Filing Date but Registration (in the case of clause (iii)(B) of this Section 4(a)) or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall thereafter cease to be effective (at accrue. It being understood and agreed that, notwithstanding any time that provision to the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days contrary, so long as any Registrable Security is then covered by an additional Registration Statement filed effective Shelf Registration, no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within one business day after each and declared effective every date on which an event occurs in respect of which Additional Interest is required to be paid (each such event referred to in clauses (i) through (iv), a an "Registration DefaultEvent Date"). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the Company and benefit of the Guarantors Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each interest payment date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The amount of Additional Interest will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during determined by multiplying the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities held of such Holders, multiplied by a fraction, the numerator of which is the number of days such Holder until Additional Interest rate was applicable during such period (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement is filedor Exchange Offer to be filed or declared effective, (ii) or the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is to be consummated, (iii) the or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Samples: Registration Rights Agreement (Prime Foods Development Corp)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue applicable Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following each such Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the relevant Effectiveness Date or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date in respect of such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.50% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is relating thereto was declared effective or (ivB) the if applicable, a Shelf Registration Statement again becomes effectivehas been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, as then Additional Interest shall accrue on the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities the Notes at a rate of 0.50% per annum for each 90-the first 90 days commencing on the (x) 46th day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder after such effective date, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure case of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (iA) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n).above,
Appears in 1 contract
Samples: Registration Rights Agreement (Costilla Energy Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers, jointly and severally, agree to pay, as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth ------------------- below (each of which shall be given independent effect and shall not be duplicative except as otherwise provided below):
(i) if neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, Additional Interest shall accrue on the Registrable Securities over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date, Additional Interest shall accrue on the Registrable Securities included or which should have been included in such Registration Statement over and above the stated interest at a rate of .25% per annum for the first 90 days immediately following the day after the Effectiveness Date, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the Consummation Date or (B) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Securities (over and above the stated interest rate otherwise payable on the Registrable Securities) at a rate of .25% per annum for the first 90 days commencing on the (x) 151st day after the Issue Date, in the case of (A) above, or (ivy) the day the Exchange Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional .25% per annum at the beginning of each such subsequent 90-day period;
(1) upon the filing of the Exchange Registration Statement or a ------- Shelf Registration as required hereunder (in the case of clause (i) of this Section 4), (2) upon the effectiveness of the Exchange Registration Statement or the Shelf Registration as required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of Exchange Securities for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the Exchange Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) of this Section 4), Additional Interest on the Registrable Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. It is filed understood and declared agreed that, notwithstanding any provision to the contrary, so long as any Registrable Security is then covered by an effective Shelf Registration Statement (regardless of whether a Blocking Period is in effect), no Additional Interest shall accrue on such Registrable Security.
(b) The Company shall notify the Trustee within 90 three business days after the Shelf Filing Date but shall thereafter cease each and every date on which an event occurs in respect of which Additional Interest is required to be effective paid (at any time that an "Event Date"). The Issuers ---------- shall pay the Company and Additional Interest due on the Guarantors are obligated Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to maintain pay the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (Additional Interest then due to Holders of Registrable Securities. The Additional Interest amount due shall be payable on each such event referred date to in clauses the record Holder of Registrable Securities on November 1 or May 1, as the case may be, immediately preceding such semi-annual interest payment date (i) through (ivor the calendar date which would be a semi-annual interest payment date if cash interest were then payable on the Registrable Securities), a "Registration Default"), the Company and the Guarantors . The amount of Additional Interest will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during determined by multiplying the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 applicable Additional Interest rate by the principal amount of Transfer Restricted the affected Registrable Securities held of such Holders, multiplied by a fraction, the numerator of which is the number of days such Holder until Additional Interest rate was applicable during such period (i) determined on the basis of a 360-day year comprised of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed including the first day but excluding the last day of such period), and, the denominator of which is 360. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement is filed, (ii) the or Exchange Offer Registration Statement is to be filed or declared effective and the Registered effective, an Exchange Offer is consummated, (iii) the to be consummated or a Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree that, as liquidated damages, the interest rate on the Notes will increase (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90 day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90 day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 300th day after the Issue Date; provided, however, that if such 300th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day; or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective or usable by the Holders for any reason for 30 days in the aggregate in any consecutive twelve-month period during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 300th day after the Issue Date, in the case of (A) above, or (ivy) the day such Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease ceases to be effective or usable in the case of (at any time that the Company B) above, and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90 day period; provided, however, that (1) the Additional Interest rate 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 in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement filed and declared effective or the applicable Shelf Registration as required hereunder (each such event referred to in clauses the case of clause (i) through (ivabove of this Section 4), a "Registration Default"), (2) upon the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder effectiveness of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and or the Registered Exchange Offer is consummated, (iii) the applicable Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement again becomes effectivewhich had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue. Notwithstanding any other provision of this Section 4, the Issuers shall not be obligated to pay Additional Interest required by Section 4(a)(i)(B), 4(a)(ii)(B) or 4(a)(iii)(B) during any delay or suspension of the effectiveness of a Shelf Registration pursuant to Section 4(d).
(b) The Issuers shall notify the Trustee within three Business Days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be increased payable in cash semiannually on each February 1 and August 1 (to the holders of record on the January 15 and July 15 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors denominator of which is 360. No Additional Interest shall be required accrue with respect to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)Notes that are not Registrable Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Total Gas & Electricity (PA) Inc)
Additional Interest. (a) The parties hereto agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if If (i) by the Exchange Date the Exchange Offer has not been Consummated, (ii) by the requisite time after the Shelf Filing Deadline any Shelf Registration Statement, if required hereby, has not been declared effective (or does not automatically become effective) by the Commission or (iii) any Registration Statement required by this Agreement has been declared effective (or automatically becomes effective) but ceases to be effective at any time at which it is required to be effective under this Agreement for more than 30 calendar days, excluding any Blackout Period or Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective Suspension Period (each such event referred to in clauses (i) through (iviii), a "“Registration Default"”), the Company hereby agrees that the interest rate borne by the Initial Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum for each subsequent 90-day period, in each case for the period of occurrence of the Registration Default (such increase, “Additional Interest”), but in no event shall such increase exceed 1.00% per annum. At the earlier of (A) the cure of all Registration Defaults relating to the particular Initial Securities (or, in the case of a failure to Consummate the Exchange Offer by the Exchange Date, when the Exchange Offer is Consummated) or (B) the second anniversary of the Closing Date (plus additional time equal to any period when Additional Interest is not paid during any Blackout Period, Exchange Offer Registration Statement Suspension Period, or 30-day period referred to in clause (iii) above), Additional Interest will cease to accrue and the interest rate on the Initial Securities will revert to the original rate; provided, however, that, if after any reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Initial Securities shall again be increased pursuant to the foregoing provisions. In no event will Additional Interest accrue under more than one of the foregoing clauses (i), (ii) and (iii) at any one time. For the avoidance of doubt, no Additional Interest will accrue on the Securities under the Old RRA. All obligations of the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second preceding paragraph that are outstanding with respect to last paragraph of Section 1 or failed to provide any Initial Security at the information required time such security ceases to be provided by it, if any, pursuant a Initial Security shall survive until such time as all such obligations with respect to Section 4(n)such security shall have been satisfied in full.
Appears in 1 contract
Samples: Registration Rights Agreement (Laredo Petroleum - Dallas, Inc.)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date or (B) notwithstanding that the Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days the 30th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Issue DateFiling Date or, or in the case of subclause (iv) B), 11 -11- commencing on the 31st day following delivery of the Shelf Registration Statement is filed Notice, Additional Interest shall accrue on the Registrable Notes over and declared effective within above the stated interest at a rate of 0.25% per annum for the first 90 days after immediately following the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each or such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective30th day, as the case may be, which such Additional Interest rate will be increased increasing by an additional $ 0.05 0.25% per week per $1,000 principal amount annum at the beginning of Transfer Restricted Securities for each subsequent 90-day period that any additional interest described in this Section 3 continues period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to accrue; provided the Effectiveness Date applicable thereto or (B) notwithstanding that the rate for additional interest Issuer has consummated or will consummate an Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will declared effective by the Commission on or prior to the 90th day following the date such Shelf Registration was required to be paid to each Holder filed, then, in the same manner as interest payments case of subclause (A), commencing on the Transfer Restricted Securities day after such Effectiveness Date or, in the case of subclause (B), commencing on semi-annual payment dates that correspond the 91st day following the date such Shelf Registration was required to be filed, Additional Interest shall accrue on the Registrable Notes over and above the stated interest payment dates at a rate of 0.25% per annum for the Transfer Restricted Securities. first 90 days immediately following the day after the Effectiveness Date or such 91st day, as the case may be, such Additional interest only accrues during a Registration Default. Following Interest rate increasing by an additional 0.25% per annum at the cure beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Registration Defaults, Notes validly tendered in accordance with the accrual terms of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest Exchange Offer on or prior to occur of: (i) 45 days after the date on which such Security the Exchange Registration Statement was declared effective, (B) the Exchange Registration Statement ceases to be effective prior to consummation of the Exchange Offer or (C) if applicable, a Shelf Registration has been exchanged declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Registrable Notes over and above the stated interest at a rate of 0.25% per annum for a freely transferable Exchange Security the first 90 days commencing on the (x) 46th day after such effective date in the Registered case of (A) above or (y) the day such Exchange OfferRegistration Statement or Shelf Registration ceases to be effective in the case of (B) and (C) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Registrable Notes may not exceed in the aggregate 1.0% per annum; provided further that (1) upon the filing of the Exchange Registration Statement or each Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or each Shelf Registration, as the case may be (in the case of (ii) above), or (3) upon the exchange of Exchange Notes for all Registrable Notes tendered (in the case of (iii)(A) above) or upon the effectiveness of an Exchange Registration Statement or Shelf Registration which had ceased to remain effective (in the case of (iii)(B) and (C) above), Additional Interest on any Registrable Notes then accruing Additional Interest as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuer shall notify the Trustee within two business days after each and every date on which such Security has been effectively registered under the Securities Act and disposed an event occurs in respect of in accordance with the Shelf Registration Statement or (iii) the date on which such Security Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash semi-annually on each regular interest payment date specified in the Indenture (to the Holders of Registrable Notes of record on the regular record date therefor (specified in the Indenture) immediately preceding such dates), commencing with the first such regular interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes subject thereto, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Obligors and the Initial Purchaser agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors Obligors fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date;
(ii) if neither the Exchange Registration Statement nor the Initial Shelf Registration has been declared effective on or prior to the Effectiveness Date;
(iii) if an Initial Shelf Registration has not been filed (x) on or prior to the date 45 days after delivery of the Shelf Notice or (y) if the Initial Purchaser shall hold any Notes representing the unsold allotment on the Effectiveness Date, on or prior to the 10th day following the Effectiveness Date;
(iv) if an Initial Shelf Registration has not been declared effective (x) on or prior to the date 125 days after the delivery of the Shelf Notice or (y) if the Initial Purchaser shall hold any Notes representing the unsold allotment on the Effectiveness Date, then on or prior to the 60th day following the Effectiveness Date; and/or
(v) if (A) the Company has not exchanged the Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the date on which the Exchange Offer Registration Statement is not filed with the Commission on or prior to 90 days after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is was declared effective or (ivB) the Exchange Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated as to all Notes validly tendered or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time prior to the termination of the Effectiveness Period.
(1) upon the filing of the Exchange Registration Statement again becomes effectiveor the Initial Shelf Registration (in the case of (i) above), (2) upon the effectiveness of the Exchange Registration Statement or a Shelf Registration (in the case of (ii) above), (3) upon the filing of the Shelf Registration (in the case of (iii) above), (4) upon the effectiveness of the Shelf Registration (in the case of (iv) above), or (5) upon the exchange of Exchange Notes for all Notes tendered or the effectiveness of a Shelf Registration (in the case of (v)(A) above), or upon the subsequent effectiveness of the Exchange Registration Statement which had ceased to remain effective or the effectiveness of a Shelf Registration (in the case of (v)(B) above), or upon the subsequent effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (v)(C) above), Additional Interest on the Notes as a result of such clause (i), (ii), (iii), (iv) or (v) (or the relevant subclause thereof), as the case may be, shall cease to accrue and the interest rate on the Notes will revert to the interest rate originally borne by the Notes.
(b) The Obligors shall notify the Holders within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii), (a)(iii), (a)(iv) or (a)(v) of this Section 4 will be increased payable in cash semi-annually on each June 15 and December 15 (to the Holders of record on the June 1 and December 1 in immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue and until such Registration Default is cured, immediately available funds in sums sufficient to pay such Additional Interest. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (River Marine Terminals Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period, then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Notes at a rate of 0.25% per annum for the first 90 days commencing on the (x) 211th day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that (1) the Additional Interest rate 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 in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the applicable Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of the Shelf Filing Date, clause (iiiii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Notes in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within three Business Days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”). Any amounts of Additional Interest due pursuant to clause (a) of this Section 4 will be increased payable in cash semiannually on each May 15 and November 15 (to the holders of record on the May 1 and November 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors denominator of which is 360. No Additional Interest shall be required accrue with respect to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)Notes that are not Registrable Notes.
Appears in 1 contract
Samples: Registration Rights Agreement (Listerhill Total Maintenance Center LLC)
Additional Interest. (a) The parties hereto Issuer and the Initial Purchaser agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Issuer fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuer agrees to pay as liquidated damages, additional interest on the Registrable Securities ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to the Filing Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuer has consummated or will consummate the Exchange Offer, the Issuer is required to file a Shelf Registration and such Shelf Registration is not declared effective by the SEC on or prior to the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after such Effectiveness Date, Additional Interest shall accrue on the principal amount of the Securities at a rate of 0.25% per annum for the first 90 days immediately following the day after such Effectiveness Date, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(iii) if (A) the Issuer has not exchanged Exchange Securities for all Securities validly tendered in accordance with the terms of the Exchange Offer on or prior to the 300th day after the Issue Date or the (B) if applicable, a Shelf Registration Statement is not filed with has been declared effective and such Shelf Registration ceases to be effective at any time during the Commission Effectiveness Period (other than because of the sale of all of the Securities registered thereunder), then Additional Interest shall accrue on or before the Shelf Filing principal amount of the Registrable Securities at a rate of 0.25% per annum for the first 90 days commencing on the (x) 300th day after the Issue Date, in the case of (iiA) above, or (y) the day such Shelf Registration ceases to be effective (other than because of the sale of all of the Securities registered thereunder), in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.25% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) - (iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 0.75% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement is not declared effective within 150 days after or the Issue Date Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement is not declared effective within 90 days as required hereunder (in the case of clause (ii) of this Section 4) or (3) upon the exchange of the Shelf Filing Date, Exchange Securities for all Securities tendered (iiiin the case of clause (iii)(A) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Dateof this Section 4), or (iv) upon the effectiveness of the applicable Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease which had ceased to be remain effective (at any time that in the Company and the Guarantors are obligated to maintain the effectiveness thereofcase of (iii)(B) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (ivof this Section 4), Additional Interest on the Securities in respect of which such events relate as a "Registration Default"result of such clause (or the relevant subclause thereof), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, shall cease to accrue.
(b) The Issuer shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 30 and December 30 (to the holders of record on June 15 and December 30 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360 day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Kronos International Inc)
Additional Interest. (a) The parties hereto Company and the Initial Purchaser agree that the Holders of Transfer Restricted Securities affected Registrable Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional interest on affected Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if the Exchange Offer Registration Statement is not filed with the Commission SEC within 45 days following the Issue Date Additional Interest shall accrue on or prior the Notes to 90 be exchanged pursuant to the Exchange Offer Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after the Issue Date or such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(ii) if the Shelf Registration Statement is not filed with the Commission SEC within 45 days following receipt by the Company of a Shelf Request, Additional Interest shall accrue on or before the Shelf Filing DateNotes that are the subject of a Shelf Request over and above the stated interest at a rate of 0.50% per annum for the first 30 days commencing on the 46th day after the receipt by the Company of the Shelf Request, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 30-day period;
(iiiii) if the Exchange Offer Registration Statement is not declared effective within 150 120 days following the Issue Date, Additional Interest shall accrue on the Notes to be exchanged pursuant to the Exchange Offer Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the 121st day after the Issue Date or Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iv) if the Shelf Registration Statement is not declared effective within 120 days following receipt by the Company of a Shelf Request, Additional Interest shall accrue on the Shelf Notes that are included in the Shelf Registration Statement over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on the 121st day after the receipt by the Company of the Shelf Filing DateRequest, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(iiiv) if (A) the Registered Company has not exchanged all Notes validly tendered in accordance with the terms of the Exchange Offer is not consummated on or prior to 180 days after the Issue DateDate or (B) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated, then Additional Interest shall accrue over and above the stated interest at a rate of 0.50% per annum for the first 90 days commencing on (x) the 181st day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company, in the case of (A) above, or (ivy) the day the Exchange Offer Registration Statement ceases to be effective or usable for its intended purpose with respect to the Notes to be exchanged pursuant to the Exchange Offer Registration Statement in the case of (B) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(vi) if the Shelf Registration Statement is filed and has been declared effective within 90 days after the and such Shelf Filing Date but shall thereafter cease Registration Statement ceases to be effective (at any time prior to the end of the Effectiveness Period, then Additional Interest shall accrue on the Shelf Notes remaining unsold that were included in the Company Shelf Registration Statement over and above the Guarantors are obligated stated interest at a rate of 0.50% per annum for the first 90 days commencing on the day such Shelf Registration Statement ceases to maintain the effectiveness thereof) without being succeeded within 30 days be effective, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective (0.50% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes under clauses (i) through (iv)vi) above may not exceed in the aggregate 2.0% per annum; and provided further, a "Registration Default"), that (1) upon the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder filing of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and or Shelf Registration Statement (in the Registered case of clauses (i) or (ii) above), (2) upon the effectiveness of the Exchange Offer is consummated, Registration Statement or Shelf Registration Statement (in the case of clauses (iii) or (iv) above), or (3) upon the exchange of Exchange Notes for all Notes tendered (in the case of clause (v)(A) above), or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (v)(B) above), or upon the effectiveness of the Shelf Registration Statement is declared which had ceased to remain effective (in the case of clause (vi) above), Additional Interest on the applicable Notes or Shelf Notes as a result of such clause (iv) or the Shelf Registration Statement again becomes effectiverelevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Company shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Additional Interest due on the transfer restricted Notes by depositing with the paying agent (which shall not be the Company for these purposes) for the transfer restricted Notes, in trust, for the benefit of the holders thereof, prior to 11:00 A.M. on the next interest payment date specified by the Indenture (or such other indenture), sums sufficient to pay the Additional Interest then due. Any amounts of Additional Interest due pursuant to subsection (a) of this Section 4 will be increased payable to the Holders of affected Notes in cash semi-annually on each interest payment date specified by an additional $ 0.05 per week per $1,000 the Indenture (or such other indenture) to the record holders entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the affected Registrable Notes of such Holders, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Mediaamerica Inc)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Registrable Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their respective obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Securities ("Additional Interest") under the circumstances and to the extent set forth below (without duplication):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission on or prior to 90 days after the Issue Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the Securities over and above the stated interest at a rate of 0.5% per annum for the first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Offer Registration Statement is not declared effective within 150 days after nor the Issue Date or the Initial Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days after the Issue Date, Date or (ivB) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration Statement is filed and not declared effective within by the SEC on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after such required effective date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.5% per annum at the beginning of each subsequent 90-day period; and
(iii) if either (A) the Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 210th day after the date on which the Exchange Offer Registration Statement was declared effective; provided, however, that if such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer must be consummated not later than the next succeeding Business Day or (B) if applicable, a Shelf Filing Date but shall thereafter cease Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective (at any time that prior to the Company and second anniversary of the Guarantors are obligated Issue Date (other than after such time as all Notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5% per annum for the first 90 days commencing on (x) the 211th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to maintain be effective, in the effectiveness thereofcase of (B) without being succeeded within 30 days above, such Additional Interest rate increasing by an additional Registration Statement filed and declared effective (0.5% per annum at the beginning of each such event referred to in subsequent 90-day period; provided, however, that the Additional Interest rate on the Securities may not accrue under more than one of the foregoing clauses (i) through (iv), a "Registration Default"), iii) of this Section 4(a) at the Company same time and at no time shall the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal aggregate amount of Transfer Restricted Securities held by such Holder until Additional Interest accruing exceed at any one time in the aggregate 1.0% per annum; and provided, further, however, that (i1) upon the applicable Registration Statement is filed, (ii) filing of the Exchange Offer Registration Statement is declared effective and or a Shelf Registration Statement (in the Registered case of clause (i) of this Section 4(a)), (2) upon the effectiveness of the Exchange Offer is consummated, (iii) Registration Statement or the Shelf Registration Statement is declared effective (in the case of clause (ii) of this Section 4(a)), or (iv3) upon the exchange of Exchange Securities for all Securities tendered (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the applicable Shelf Registration Statement again becomes effectivethat had ceased to remain effective (in the case of (iii)(B) of this Section 4(a)), Additional Interest on the Securities as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one Business Day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semi-annually on each January 1 and July 1, commencing January 1, 2004, (to the holders of record on the December 15 and June 15 immediately preceding such dates), the same original interest dates as the Securities, commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable Securities, multiplied by a fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year consisting of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, days elapsed) and the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on denominator of which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Registrable Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 Sections 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below:
(i) if neither the Exchange Offer Registration Statement is not nor the Shelf Registration Statement has been filed with the Commission SEC on or prior to 90 days the Filing Date, then, commencing on the 91st day after the Issue Date or Date, Additional Interest shall accrue on the Shelf Registration Statement is not filed with Notes over and above the Commission on or before stated interest at a rate of 0.50% per annum for the Shelf first 90 days immediately following the Filing Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period;
(ii) if neither the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) nor the Shelf Registration Statement is declared effective by the SEC on or prior to the Effectiveness Date, then, commencing on the 211th day following the Issue Date, Additional Interest shall accrue on the Notes over and above the stated interest at a rate of 0.50% per annum for the first 90 days immediately following the Effectiveness Date, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer and not withdrawn on or prior to the 255th day after the Issue Date or (ivB) the Exchange Offer Registration Statement ceases to be effective at any time prior to the time that the Exchange Offer is consummated or (C) if applicable, the Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the Notes, over and above the stated interest otherwise payable on such Notes, at a rate of 0.50% per annum for the first 90 days commencing on (x) the 256th day after the Issue Date with respect to the Notes validly tendered and not exchanged by the Company in the case of (A) above, (y) the day the Exchange Offer Registration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 0.50% per annum at the beginning of each such subsequent 90-day period (it being understood and agreed that, notwithstanding any provision to the contrary, so long as any Note which is the subject of a Shelf Notice is then covered by an effective Shelf Registration Statement, no Additional Interest shall accrue on such Note); provided, however, that the Additional Interest rate on any affected Note may not exceed in the aggregate 1.5% per annum; and provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement again becomes effective(in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all Notes tendered and not validly withdrawn (in the case of clause (iii)(A) above) or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of (iii)(B) above), or upon the effectiveness of the Shelf Registration which had ceased to remain effective (in the case of (iii)(C) above), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues shall cease to accrue; provided that .
(b) The Company shall notify the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to Trustee within three business days after each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the and every date on which such Security has been exchanged for a freely transferable Exchange Security an event occurs in the Registered Exchange Offerrespect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of Additional Interest due pursuant to clauses (a)(i), (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such Security is distributed above will be payable to the public pursuant to Rule 144 under Holders of affected Notes in cash, on the Securities Act or same Interest Payment Dates as specified in the Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Notes of such Holders, multiplied by a fraction, the numerator of which is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to number of days such Additional Interest rate was applicable during such period (determined on the contrary basis of a 360-day year comprised of twelve 30-day months and, in this Section 3(athe case of a partial month, the actual number of days elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Samples: Registration Rights Agreement (Anchor Glass Container Corp /New)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue applicable Filing Date or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.5% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.5% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.5% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 30th day after the Exchange Offer Registration Statement is declared effective or (B) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Registered Effectiveness Period for a period of ten consecutive days without being succeeded by an effective Shelf Registration Statement, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.5% per annum for the first 90 days commencing on the (x) 31st day after the Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective effective, in the case of (A) above, or (ivy) the 11th day after such Shelf Registration ceases to be effective, in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.5% per annum at the beginning of each such subsequent 90-day period; provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 2.0% per annum; provided, further, however, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues shall cease to accrue; provided that the rate for additional interest . Additional Interest will not exceed $0.15 per week per $1,000 principal amount accrue with respect to a Shelf Registration Statement during any period in which the Issuers suspend the effectiveness or use of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a such Shelf Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of Statement in accordance with the Shelf Registration Statement or terms of Section 3(a) hereof.
(iiib) The Issuers shall notify the Trustee within one Business Day after each and every date on which such Security an event occurs in respect of which Additional Interest is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, paid (an "Event Date"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4(n4 will be payable in cash semi-annually on the interest payment dates specified in the Indenture and the Notes to the holders of record as specified in the Indenture, commencing with the first such interest payment date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable 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 composed of twelve 30-day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Company and the Initial Purchasers agree that the Holders of Transfer Restricted Securities Notes will suffer damages if the Company and the Guarantors fail fails to fulfill their its obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Company agrees to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if either the Exchange Offer Registration Statement is or the Initial Shelf Registration Statement has not been filed with the Commission on or prior to the Filing Date (unless, with respect to the Exchange Offer Registration Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred prior to the Filing Date), Additional Interest shall accrue on the Notes over and above the stated interest on the principal of a rate equal to 50 basis points for the first 90 days after the Issue Date (or the Shelf Registration Statement is not filed with the Commission on any part thereof) immediately following such date, such Additional Interest rate increasing by an additional 50 basis points for each subsequent 90-day period (or before the Shelf Filing Date, any part thereof);
(ii) if either the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Initial Shelf Registration Statement is not declared effective within 90 days of by the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated Commission on or prior to 180 the Effectiveness Date (unless, with respect to the Exchange Offer Registration Statement, a Shelf Registration Event described in Section 2(c)(i) shall have occurred), Additional Interest shall accrue on the Notes included or which should have been included in such Registration Statement over and above the stated interest on the principal at a rate equal 7 to 50 basis points for the first 90 days (or any part thereof) immediately following the day after such date, such Additional Interest rate increasing by an additional 50 basis points for each subsequent 90-day period (or any part thereof); and
(iii) if (A) the Company has not exchanged Exchange Securities for all Notes validly tendered and not withdrawn in accordance with the terms of the Exchange Offer on or prior to the fifth day after the Issue Expiration Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (iiB) the Exchange Offer Registration Statement is ceases to be effective at any time prior to the Expiration Date, or (C) if applicable, any Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Registered Effectiveness Period, then Additional Interest shall accrue on the Notes (over and above any interest otherwise payable on principal of the Notes) at a rate equal to 50 basis points for the first 90 days (or any part thereof) commencing on (x) the sixth day after the Expiration Date, in the case of (A) above, or (y) the day the Exchange Offer is consummatedRegistration Statement ceases to be effective in the case of (B) above, or (z) the day such Shelf Registration Statement ceases to be effective in the case of (C) above, such Additional Interest rate increasing by an additional 50 basis points for each such subsequent 90-day period (or any part thereof); provided, however, that the Additional Interest rate on the Notes may not exceed at any one time in the aggregate 150 basis points; provided, further, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement as required hereunder (in the case of clause (i) of this Section 4(a)), (iii2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement is declared effective as required hereunder (in the case of clause (ii) of this Section 4(a)) or (iv3) upon the exchange of Exchange Securities for all Notes validly tendered and not withdrawn (in the case of clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the Exchange Offer Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) of this Section 4(a)), or upon the effectiveness of the Shelf Registration Statement again becomes which had ceased to remain effective (in the case of clause (iii)(C) of this Section 4(a)), Additional Interest on the Notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue (but any accrued amount shall be payable).
(b) The Company shall notify the Trustee within one business day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). The Company shall pay the Additional Interest due on the Registrable Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on or before the applicable semi-annual interest payment date, immediately available funds in sums sufficient to pay the Additional Interest then due to Holders of Registrable Securities. Each obligation to pay Additional Interest shall be deemed to accrue immediately following the occurrence of the applicable Event Date. Any accrued Additional Interest amount shall be due and payable on each interest payment date immediately after the applicable Event Date to the record Holder of Registrable Securities entitled to receive the interest payment to be made on such date as set forth in the Indenture. The parties hereto agree that the Additional Interest provided for in this Section 4 constitutes a reasonable estimate of the damages that may be incurred by Holders of Registrable Securities by reason of the failure of a Shelf Registration Statement or Exchange Offer Registration Statement to be filed or declared effective, or a Shelf Registration Statement to remain effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during a Registration Default. Following the cure of all Registration Defaults, the accrual of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall be required to pay additional interest to a Holder of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)4.
Appears in 1 contract
Samples: Registration Rights Agreement (Hermes Europe Railtel B V)
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their respective obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree, to pay, jointly and severally, as liquidated damages, additional interest on the Notes ("ADDITIONAL INTEREST") under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90 day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.50% per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.50% per annum at the beginning of each subsequent 90 day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is relating thereto was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90 day period; PROVIDED, HOWEVER, that the Additional Interest rate on the Notes may not accrue under more than one of the foregoing clauses (i)-(iii) at any one time and at no time shall the aggregate amount of additional interest accruing exceed in the aggregate 1.0% per annum; PROVIDED, FURTHER, HOWEVER, that (1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (i) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (in the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within one business day after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "EVENT DATE"). Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be increased payable in cash semiannually on each June 15 and December 15 (to the holders of record on the June 1 and December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90-the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30 day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto Issuers and the Initial Purchasers agree that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors Issuers fail to fulfill their obligations under Section 1 2 or Section 2, as applicable, 3 hereof and that it would not be feasible to ascertain the extent of such damagesdamages with precision. Accordingly, if the Issuers agree to pay, as liquidated damages, additional interest on the Notes ("Additional Interest") ------------------- under the circumstances and to the extent set forth below (each of which shall be given independent effect):
(i) if (A) neither the Exchange Offer Registration Statement is not nor the Initial Shelf Registration has been filed with the Commission on or prior to 90 days after the Issue Filing Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration Statement and such Shelf Registration is not filed with the Commission on or before prior to the Shelf Filing Date applicable thereto, then, commencing on the day after any such Filing Date, Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50'-. per annum for the first 90 days immediately following such applicable Filing Date, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each subsequent 90-day period; or
(ii) if (A) neither the Exchange Offer Registration Statement nor the Initial Shelf Registration is declared effective by the SEC on or prior to the Effectiveness Date applicable thereto or (B) notwithstanding that the Issuers have consummated or will consummate the Exchange Offer, the Issuers are required to file a Shelf Registration and such Shelf Registration is not declared effective within 150 days after by the Issue Date or the Shelf Registration Statement is not declared effective within 90 days of the Shelf Filing Date, (iii) the Registered Exchange Offer is not consummated SEC on or prior to 180 days the Effectiveness Date applicable to such Shelf Registration, then, commencing on the day after the Issue such Effectiveness Date, or (iv) Additional Interest shall accrue on the Shelf Registration Statement is filed and declared effective within principal amount of the Notes at a rate of 0.5006 per annum for the first 90 days immediately following the day after the Shelf Filing Date but such Effectiveness Date, and such Additional Interest rate shall thereafter cease to be effective (at any time that the Company and the Guarantors are obligated to maintain the effectiveness thereof) without being succeeded within 30 days increase by an additional Registration Statement filed and declared effective 0.50% per annum at the beginning of each subsequent 90-day period; or
(each such event referred to in clauses iii) if (i) through (iv), a "Registration Default"), the Company and the Guarantors will be jointly and severally obligated to pay additional interest to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (iA) the applicable Registration Statement is filed, (ii) Issuers have not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of the Exchange Offer on or prior to the 45th day after the date on which the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is relating thereto was declared effective or (ivB) if applicable, a Shelf Registration has been declared effective and such Shelf Registration ceases to be effective at any time during the Effectiveness Period, then Additional Interest shall accrue on the principal amount of the Notes at a rate of 0.50% per annum for the first 90 days commencing on the (x) 46th day after such effective date, in the case of (A) above, or (y) the day such Shelf Registration ceases to be effective in the case of (B) above, and such Additional Interest rate shall increase by an additional 0.50% per annum at the beginning of each such subsequent 90-day period;
(1) upon the filing of the applicable Exchange Offer Registration Statement or the applicable Shelf Registration as required hereunder (in the case of clause (4) above of this Section 4), (2) upon the effectiveness of the Exchange Offer Registration Statement or the applicable Shelf Registration Statement again becomes effectiveas required hereunder (it the case of clause (ii) of this Section 4), or (3) upon the exchange of the Exchange Notes for all Notes tendered (in the case of clause (iii)(A) of this Section 4), or upon the effectiveness of the applicable Shelf Registration Statement which had ceased to remain effective (in the case of (iii)(B) of this Section 4), Additional Interest on the Notes in respect of which such events relate as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.
(b) The Issuers shall notify the Trustee within three business days after each and every date on which rate an event occurs in respect of which Additional Interest is required to be paid (an "Event Date"). Any amounts of ---------- Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 shall be payable in cash semi-annually on each interest payment date with respect to the Notes (to the Holders of record on the record date with respect thereto), commencing with the first such date occurring after any such Additional Interest commences to accrue. The amount of Additional Interest will be increased determined by an additional $ 0.05 per week per $1,000 multiplying the applicable Additional Interest rate by the principal amount of Transfer Restricted Securities for each 90the Registrable 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 period that any additional interest described in this Section 3 continues to accrue; provided that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount year comprised of Transfer Restricted Securities. All accrued additional interest will be paid to each Holder twelve 30-day months and, in the same manner as interest payments on the Transfer Restricted Securities on semi-annual payment dates that correspond to interest payment dates for the Transfer Restricted Securities. Additional interest only accrues during case of a Registration Default. Following the cure of all Registration Defaultspartial month, the accrual actual number of additional interest will cease. As used herein, the term "Transfer Restricted Securities" means each Security, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(adays elapsed), neither and the Company nor the Guarantors shall be required to pay additional interest to a Holder denominator of Transfer Restricted Securities if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)which is 360.
Appears in 1 contract
Additional Interest. (a) The parties hereto agree If, at any time during the six-month period beginning on, and including, the date which is six months after the last date of original issuance of any of the Initial Notes, the Guarantor fails to have timely filed any document or report that the Holders of Transfer Restricted Securities will suffer damages if the Company and the Guarantors fail Guarantor is required to fulfill their obligations under Section 1 or Section 2, as applicable, and that it would not be feasible to ascertain the extent of such damages. Accordingly, if (i) the Exchange Offer Registration Statement is not filed file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Initial Notes are not otherwise Freely Tradable, the Issuer shall pay Additional Interest on the Initial Notes. Additional Interest shall accrue at the rate of 0.50% per annum of the principal amount of the Initial Notes for each day during such period for which the Guarantor’s failure to file has occurred and is continuing.
(b) Further, if, and for so long as, the Restrictive Notes Legend has not been removed from the Initial Notes, the Initial Notes are assigned a restricted CUSIP number or the Initial Notes are not otherwise Freely Tradable as of the 370th day after the last date of original issuance of any of the Initial Notes, the Issuer shall pay Additional Interest on the Initial Notes. Such Additional Interest will accrue on the Initial Notes from the 371st day after the last date of original issuance of any of the Initial Notes at the rate of 0.50% per annum of the principal amount of Initial Notes outstanding until the Restrictive Notes Legend has been removed, the Initial Notes are assigned an unrestricted CUSIP number and the Initial Notes are Freely Tradable (other than the Issuer’s or the Guarantor’s Affiliates or Holders that were the Issuer’s or the Guarantor’s Affiliates during the three months immediately preceding).
(c) Notwithstanding the foregoing, if the Issuer has complied with all applicable requirements of the Depositary (including all applicable notice requirements) to effect the removal of the Restrictive Notes Legend as set forth in Section 3.07 on or prior to 90 days the 370th day after the Issue Date or the Shelf Registration Statement is not filed with the Commission on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not declared effective within 150 days after the Issue Date or the Shelf Registration Statement is not declared effective within 90 days last date of original issuance of the Shelf Filing DateInitial Notes, (iii) the Registered Exchange Offer is not consummated on or prior to 180 days after the Issue Date, or (iv) the Shelf Registration Statement is filed and declared effective within 90 days after the Shelf Filing Date but shall thereafter cease to be effective (at any time Additional Interest that the Company and Issuer would otherwise be required to pay pursuant to this Section 4.06 for failure to remove the Guarantors are obligated Restrictive Notes Legend will not accrue until the tenth calendar day after such 370th day.
(d) In no event shall Additional Interest payable pursuant to maintain the effectiveness thereof) without being succeeded within 30 days by an additional Registration Statement filed and declared effective (each such event referred this Section 4.06 accrue, together with any Additional Interest payable pursuant to in clauses (i) through (ivSection 9.04(b), at a "Registration Default")rate per year in excess of 0.50% per annum, regardless of the Company and the Guarantors will be jointly and severally obligated number of events or circumstances giving rise to requirements to pay additional interest such Additional Interest pursuant to each Holder of Transfer Restricted Securities, during the period of one or more such Registration Defaults, in an amount equal to $0.05 per week per $1,000 principal amount of Transfer Restricted Securities held by such Holder until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer Registration Statement is declared effective and the Registered Exchange Offer is consummated, (iii) the Shelf Registration Statement is declared effective or (iv) the Shelf Registration Statement again becomes effective, as the case may be, which rate will be increased by an additional $ 0.05 per week per $1,000 principal amount of Transfer Restricted Securities for each 90-day period that any additional interest described in this Section 3 continues 4.06 or pursuant to accrue; provided Article 9.
(e) Additional Interest that the rate for additional interest will not exceed $0.15 per week per $1,000 principal amount of Transfer Restricted Securities. All accrued additional interest will is payable pursuant to this Section 4.06 shall be paid to payable in arrears on each Holder Interest Payment Date following accrual in the same manner as regular interest payments on the Transfer Restricted Securities on semi-annual payment dates Notes and shall be separate and distinct from, and in addition to, any Additional Interest that correspond may accrue at the Issuer’s election as the sole remedy relating to interest payment dates for a Reporting Default.
(f) The Issuer shall notify the Transfer Restricted SecuritiesTrustee and the Paying Agent (if other than the Trustee) in writing of any Additional Interest that has become due and payable. Such notice shall include reference to the event that caused the Additional interest only accrues during a Registration Default. Following the cure of all Registration DefaultsInterest to become due, the accrual of additional interest will ceaseAdditional Interest rate, and the date that such Additional Interest shall begin to accrue from. As used hereinIf Additional Interest shall cease to accrue, the term "Transfer Restricted Securities" means each SecurityIssuer shall notify the Trustee and the Paying Agent (if other than the Trustee) in writing.
(g) Notwithstanding the foregoing, until the earliest to occur of: (i) the date on which such Security has been exchanged for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) the date on which such Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) the date on which such 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. Notwithstanding anything to the contrary in this Section 3(a), neither the Company nor the Guarantors shall Issuer will not be required to pay additional interest Additional Interest with respect to any failure to timely file any report, if the Notes are not eligible for resale under Rule 144 or if the Notes are not Freely Tradable, in each case as required under this Section 4.06 (i) on any date on which (a) the Issuer and the Guarantor have filed a Holder Shelf Registration Statement for the resale of Transfer Restricted Securities if the Notes (including the Guarantee) and any Ordinary Shares issuable upon exchange of the Notes, (b) such Holder failed Shelf Registration Statement is effective and usable by Holders identified therein as selling security holders for the resale of the Notes, the Guarantee and any Ordinary Shares issued upon exchange of the notes, (c) the Holders may register the resale of their Notes under such Shelf Registration Statement on terms customary for the resale of exchangeable securities offered in reliance on Rule 144A and (d) the Notes and/or Ordinary Shares sold pursuant to comply such Shelf Registration Statement become Freely Tradable as a result of such sale, or (ii) once the Issuer has complied with its obligations to make the representations requirements set forth in the second to last paragraph clause (i) above for a period of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n)two years.
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Samples: Indenture (Horizon Pharma PLC)
