An Exchange Offer Registration Statement pursuant to. Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, is not declared effective on or prior to August 20, 2004 (the "Target Registration Date"), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act, up to a maximum of 1.00% per annum of additional interest. In the event the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby is not declared effective by the later of (x) July 21, 2004 or (y) 90 days after the delivery of such Shelf Request (such later date being hereinafter referred to as the "Shelf Additional Interest Date"), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement is declared effective, up to a maximum of 1.00% per annum of additional interest. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period commencing on the 45th day in such 12-month period, and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable, up to a maximum of 1.00% per annum of additional interest.
Appears in 1 contract
Samples: Registration Rights Agreement (Portola Packaging Inc)
An Exchange Offer Registration Statement pursuant to. Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided that if, after it has been declared effective, the offering of -------- Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any court or other governmental or regulatory agency or body, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. In As provided in the Indenture, in the event that either (i) the Exchange Offer Registration Statement is not completed filed with the SEC on or prior to 90 days after the closing date of the Acquisition, (ii) the Exchange Offer Registration Statement or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereofhereby, is not declared effective on or prior to August 20, 2004 the date that is 180 days after the closing date of the Acquisition or 180 days after delivery of the notice and opinion of counsel pursuant to Section 2(b)(iii) above or (iii) if the "Target Registration Date"Exchange Offer is not completed on or prior to the date that is 210 days after the closing date of the Acquisition (other than due to the failure of Holders to tender Securities therein), the interest rate on the Registrable Securities will be increased by (i) 0.251.00% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act, up to a maximum of . In no event will additional interest exceed 1.00% per annum of additional interest. In the event the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby is not declared effective by the later of (x) July 21, 2004 or (y) 90 days after the delivery of such Shelf Request (such later date being hereinafter referred to as the "Shelf Additional Interest Date"), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement is declared effective, up to a maximum of 1.00% per annum of additional interest. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during time. For the Shelf Effectiveness Periodpurposes of this paragraph, and such failure to remain effective or usable exists the term "Registrable Securities" shall not include any Securities that could have been exchanged in the Exchange Offer for more than 45 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period commencing on the 45th day in such 12-month period, and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable, up to a maximum of 1.00% per annum of additional interestfreely transferable Securities.
Appears in 1 contract
An Exchange Offer Registration Statement pursuant to. Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided, however, that, if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. In the event that either (i) the Exchange Offer is not completed consummated or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereof, is not declared effective on or prior to August 20, 2004 (the "Target Registration Date"), the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act, up to a maximum of 1.00% per annum of additional interest. In the event the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby is not declared effective by the later of (x) July 21, 2004 SEC on or (y) 90 days after prior to the delivery of such Shelf Request (such later date being hereinafter referred to as the "Shelf Additional Interest Date"), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one 225th day after the Shelf Additional Interest Date and Closing Date, or (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement is declared effective, up to a maximum of 1.00% per annum of additional interest. If the Shelf Registration Statement has been declared effective and by the SEC but thereafter either ceases to be effective or without being succeeded within 45 days after the Prospectus contained therein ceases Shelf Registration Statement cease to be usable at any time during effective by an additional registration statement covering the Shelf Effectiveness PeriodRegistrable Securities that is declared effective by the SEC, and such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.25.50% per annum for (the first 90-day period commencing on "Special Interest Premium") until the 45th day in such 12-month period, and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case ending on such date that Exchange Offer is consummated or the Shelf Registration Statement has again been is declared effective or the Prospectus again becomes usableeffective, up as the case may be. All accrued Special Interest Premium shall be paid to a maximum of 1.00% per annum of additional interestthe Holders in the same manner and on the same dates as interest is payable on the Notes.
Appears in 1 contract
An Exchange Offer Registration Statement pursuant to. Section 2(a) hereof or a will not be deemed to have become effective unless it has been declared effective by the SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SECSEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act. In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii2(b) hereof, is does not declared become effective on or prior to August 20, 2004 270 days after the Closing Date (the "“Target Registration Date"”), the annual interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared becomes effective by the SEC or the Securities become freely tradable under the Securities Actcease to be Registrable Securities, whichever occurs first, up to a maximum increase of 1.00% per annum annum; provided that the obligation of the Company and the Guarantor to pay such additional interest. In interest in any such case shall be the sole and exclusive monetary remedy of the initial Purchasers and the Holders in the event that the Company receives a Exchange Offer is not completed or the Shelf Request Registration Statement, if required pursuant to Section 2(b)(iii)2(b) hereof, and does not become effective on or prior to the Target Registration Date. If the Shelf Registration Statement Statement, if required hereby, has become effective and thereafter either ceases to be filed thereby is effective or the Prospectus contained therein ceases to be usable, in each case whether or not declared permitted by this Agreement, at any time during the Shelf Effectiveness Period, and such failure to remain effective by the later of or usable exists for more than 30 days (xwhether or not consecutive) July 21, 2004 or (y) 90 days after the delivery of such Shelf Request (such later date being hereinafter referred to as the "Shelf Additional Interest Date")in any 12-month period, then the annual interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period payable commencing from one day after immediately following the Shelf Additional Interest Target Registration Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement is declared effective, up to a maximum increase of 1.00% per annum of additional interest. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Periodannum, and such failure to remain effective or usable exists for more than 45 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period commencing on the 45th 31st day in such 12-month period, period and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case ending on such date that the Shelf Registration Statement has again been declared become effective or the Prospectus again becomes usable, up as the case may be. For the avoidance of doubt, in the case that more than one basis for an increase in any interest rate pursuant to this Section 2(d) arises or exists, such interest rate increases will not be aggregated and instead the interest rate will be increased as if only one such basis exists. Following the cessation of such basis for increased interest, the accrual of such additional interest will cease, but for the avoidance of doubt, only when no basis for any increase continues to exist. Subject to the limitation set forth in the next succeeding paragraph and subject to the provisions of Section 3 of this Agreement, the Company shall be entitled to delay the initial filing of the Shelf Registration Statement, suspend its obligation to file any amendment to the Shelf Registration Statement, furnish any supplement or amendment to a maximum Prospectus included in the Shelf Registration Statement, make any other filing with the SEC that would be incorporated by reference into the Shelf Registration Statement, cause the Shelf Registration Statement to remain effective or take any similar action (collectively, “Registration Actions”) if there is a possible acquisition or business combination or other transaction, business development or event involving the Company, the Guarantor or any of 1.00% per annum their subsidiaries that, upon the advice of counsel, would require disclosure in the Shelf Registration Statement and the Company determines in the exercise of its good faith judgment and not for the purpose of avoidance of its obligations under this Agreement that such disclosure is not in the best interest of the Company and its stockholders or obtaining any financial statements relating to any such acquisition or business combination required to be included in the Shelf Registration Statement would be impracticable or upon any event described in Section 3(a)(vi)(5). Upon the occurrence of any of the conditions described in the foregoing sentence, the Company shall give prompt notice (a “Suspension Notice”) thereof to the Holders. Upon the termination of such condition, the Company shall give prompt notice thereof to the Holders and shall promptly proceed with all Registration Actions that were suspended pursuant to this paragraph. The Company may suspend Registration Actions pursuant to the preceding paragraph for one or more periods (each, a “Suspension Period”) not to exceed 90 days in the aggregate during any twelve month period, during which no additional interestinterest shall be payable pursuant to this Section 2(d) as a result thereof. If one or more Suspension Periods exceed 90 days in the aggregate during any twelve month period, then additional interest shall begin to accrue on 91st day until such Registration Default is cured. Each Suspension Period shall be deemed to begin on the date the relevant Suspension Notice is given to the Holders and shall end on the date on which the Company gives the Holders a notice that the Suspension Period has terminated. The Company shall extend the Shelf Effectiveness Period by the total number of days during which a Suspension Period was in effect, so long as there are Registrable Securities outstanding. Notwithstanding anything to the foregoing, the Company shall at all times use its reasonable best efforts to end any Suspension Period at the earliest possible time.
Appears in 1 contract
Samples: Registration Rights Agreement (Edgen Murray II, L.P.)
An Exchange Offer Registration Statement pursuant to. Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC. In the event that either the Exchange Offer is not completed or the Shelf Registration Statement, if required pursuant to Section 2(b)(i) or Section 2(b)(ii) hereofhereby, is not declared effective on or prior to August 20May 30, 2004 (the "Target Registration Date")2004, the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period immediately following the Target Registration Date and (ii) annum, increasing an additional 0.25% per annum with respect every 90 days thereafter, up to each subsequent 90-day perioda maximum of 1.00% per annum, in each case until the Exchange Offer is completed or the Shelf Registration Statement, if required hereby, is declared effective by the SEC or the Securities become freely tradable under the Securities Act. For purposes of this paragraph, up to a maximum of 1.00% per annum of additional interest. In the event term "Registrable Securities" shall not include any Securities that could have been exchanged in the Company receives a Shelf Request pursuant to Section 2(b)(iii), and the Shelf Registration Statement required to be filed thereby is not declared effective by the later of (x) July 21, 2004 or (y) 90 days after the delivery of such Shelf Request (such later date being hereinafter referred to as the "Shelf Additional Interest Date"), then the interest rate on the Registrable Securities will be increased by (i) 0.25% per annum Exchange Offer for the first 90-day period payable commencing from one day after the Shelf Additional Interest Date and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until the Shelf Registration Statement is declared effective, up to a maximum of 1.00% per annum of additional interestfreely tradable securities. If the Shelf Registration Statement has been declared effective and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable at any time during the Shelf Effectiveness Period, and such failure to remain effective or usable exists for more than 45 30 days (whether or not consecutive) in any 12-month period, then the interest rate on the Registrable Securities will be increased by (i) 0.251.00% per annum for the first 90-day period commencing on the 45th 31st day in such 12-month period, period and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case ending on such date that the Shelf Registration Statement has again been declared effective or the Prospectus again becomes usable, up to a maximum of 1.00% per annum of additional interestusable or the Securities otherwise become freely tradable under the Securities Act.
Appears in 1 contract
