Liquidated Damages Under Certain Circumstances. (a) Liquidated damages (the "Liquidated Damages ") with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a "Registration Default"):
Liquidated Damages Under Certain Circumstances. (a) Liquidated Damages (the "LIQUIDATED DAMAGES") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a "REGISTRATION DEFAULT"):
Liquidated Damages Under Certain Circumstances. (a) Liquidated damages ("Liquidated Damages") shall become payable in respect of the Securities as follows if any of the following events occur (each such event in clauses (i) through (iv) below, a "Registration Default"):
Liquidated Damages Under Certain Circumstances. If (i) the Shelf Registration Statement is not filed with the Commission on or prior to 90 days after the Closing Date, (ii) the Shelf Registration Statement has not been declared effective by the Commission within 180 days after the Closing Date or (iii) the Shelf Registration Statement is filed and declared effective but shall thereafter during the Shelf Registration Period cease to be effective (without being succeeded immediately by an additional registration statement filed and declared effective) or usable for the offer and sale of Transfer Restricted Securities for a period of time (including any Suspension Period) which shall exceed 60 days in the aggregate in any 12-month period (each such event referred to in clauses (i) through (iii), a "Registration Default"), the Company will pay liquidated damages to each Holder of Transfer Restricted Securities that timely complied with the requirements of Section 2(a). The amount of liquidated damages payable during any period during which a Registration Default shall have occurred and be continuing is that amount which is equal to one-quarter of one percent (25 basis points) per annum per $1,000 initial principal amount and, if applicable, on an equivalent basis per Conversion Share (subject to adjustment in the event of stock splits, stock recombinations, stock dividends and the like) constituting Transfer Restricted Securities for each 90-day period until the applicable registration statement is filed and the applicable Registration Default has been cured, up to a maximum amount of liquidated damages of three-quarters of one percent (75 basis points) per annum per $1,000 initial principal amount of Notes and, if applicable, on an equivalent basis per Conversion Share (subject to adjustment as set forth above) constituting Transfer Restricted Securities. All accrued liquidated damages shall be paid to Holders of record entitled to receive such payments by wire transfer of immediately available funds or by federal funds check by the Company on the regular interest payment date. Following the cure of all Registration Defaults or, if earlier, the termination of the Shelf Registration Period, liquidated damages will cease to accrue with respect to such Registration Default.
Liquidated Damages Under Certain Circumstances. (a) If (i) the Registration Statement has not been declared effective by the SEC by December 31, 2001, or (ii) the Registration Statement is filed and declared effective but shall thereafter be subject to a Suspension which shall be in effect for more than 60 days (consecutive or non-consecutive) in the aggregate in any 12-month period, except in cases where (x) such Suspension results from any untrue statement made in the Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Investor specifically for use in preparation of the Registration Statement or (y) in the opinion of counsel to the Company, during the entire duration of the Suspension, the Investor may sell all Shares then held by the Investor in any 90-day period pursuant to Rule 144 under the Securities Act (without restriction by the volume limitation of Rule 144(e)) (each such event referred to in clauses (i) and (ii), a "Registration Default"), the Company will pay liquidated damages to the Investor in the amount of 2% of the Purchase Price paid by the Investor to the Company for the Shares for every 30-day period the Registration Default continues. Such liquidated damages will be payable to the Investor on demand by wire transfer of immediately available funds or by federal funds check by the Company.
Liquidated Damages Under Certain Circumstances. (a) "Liquidated Damages" shall accrue on the Notes as provided below if and only if, any of the following events shall occur (each such event in clauses (i) through (iii) below being herein called a "Registration Default"):
Liquidated Damages Under Certain Circumstances. (a) The Companies and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages if the Companies fail to fulfill their obligations herein. Accordingly, liquidated damages (the “Liquidated Damages”) with respect to the Registrable Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”):
Liquidated Damages Under Certain Circumstances. (a) If (i) the Registration Statement has not been declared effective by the SEC by (w) the date that is 60 days after the date of the Second Closing, or (x) if the Second Closing shall not have occurred by the Exchange Termination Date, the date that is 60 days after the first date on which an Investor exchanges all or any portion of such Investor’s Exchangeable Note pursuant to Section 5.5(b) of the Agreement, or (ii) the Registration Statement is filed and declared effective but shall thereafter be subject to a Suspension which shall be in effect for more than 60 days (consecutive or non-consecutive) in the aggregate in any 12-month period, except in cases where (y) such Suspension results from any untrue statement made in the Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Investor specifically for use in preparation of the Registration Statement or (z) in the opinion of counsel to the Company, during the entire duration of the Suspension, the Investors may sell all Second Closing Shares then held by the Investors in any 90-day period pursuant to Rule 144 under the Securities Act (without restriction by the volume limitation of Rule 144(e)) (each such event referred to in clauses (i) and (ii), a “Registration Default”), the Company will pay liquidated damages to the Investors (in proportion to the number of Second Closing Shares then held by each Investor) in an amount equal to two percent (2%) of the aggregate principal amount of the Exchangeable Notes issued to the Investors on the First Closing Date, which amount shall be paid to the Investors (a) within 10 days following the date of the Registration Default, and (b) in the event the Registration Default continues, upon every 30-day period the Registration Default continues, which 30-day periods shall be measured from the date of the Registration Default. For the purpose of subsection (b) above, the payment of such liquidated damages shall be made within 10 days following the date that is the end of the then applicable 30-day period. Such liquidated damages will be payable to each Investor on demand by wire transfer of immediately available funds or by federal funds check by the Company.
Liquidated Damages Under Certain Circumstances. The Company, the Guarantors, the Purchasers and each Holder of Transfer Restricted Securities agree by acquisition of such Securities that the Holders of Transfer Restricted Securities will suffer damages if a Registration Default (as defined below) occurs and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company, the Guarantors, the Purchasers and each Holder of Transfer Restricted Securities agree that the following Liquidated Damages provisions shall constitute liquidated damages in the event of a "Registration Default" (as defined below) and shall constitute the sole remedy of the Purchasers and each Holder of Transfer Restricted Securities for any Registration Defaults.
Liquidated Damages Under Certain Circumstances. (a) If (i) the Shelf Registration Statement is not filed with the Commission on or prior to 90 days after the Closing Date, (ii) the Shelf Registration
