Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows: (i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement; (ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or (iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate. (b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Dynegy Inc.), Registration Rights Agreement (Dynegy Inc.)
Registration Defaults. (a) If In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any of time during the following events Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (each, whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement), then, in each case, as of the date any such event occurs, Special Interest shall accrue interest rate on the Transfer Restricted Securities at a rate of will be increased by 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from 90-day period immediately following such Registration Default and including such date; thereafter, the Special Interest will increase by (ii) an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum amount of 0.501.00% per annum annum, in each case until the earlier of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall have been cured also be deemed “Additional Interest” for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratethis Agreement.
(b) The parties hereto agree that Company shall notify the liquidated damages Trustee within five business days after each and every date on which an event occurs in the form respect of Special which Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer is required to be completed; paid (ii) the Shelf Registration Statement, if required hereby, to an “Event Date”). Any Additional Interest due shall be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in payable on each case interest payment date to the extent required by this AgreementHolder of Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 4 contracts
Samples: Registration Rights Agreement (CAESARS ENTERTAINMENT Corp), Registration Rights Agreement (CAESARS ENTERTAINMENT Corp), Registration Rights Agreement (CAESARS ENTERTAINMENT Corp)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(iia) if the Issuers fail to consummate the Registered Exchange Offer within 30 300 Business Days of following the date specified for such effectiveness with respect to the Exchange Offer Registration StatementClosing Date; or
(iiib) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Registrable Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.501.0% per annum of the principal amount of the Transfer Restricted Registrable Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iia) above), ) or (32) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiib) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratecease.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.)
Registration Defaults. If:
(a) If any of the following events (eachRegistered Exchange Offer, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement Agreement, is not declared effective by the Commission consummated on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Target Registration StatementDate; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required herebyby this Agreement, has not been declared effective by the Commission or has not otherwise become effective on or prior to the 90th day after the Target Registration Date; or
(c) the Shelf Registration Statement, if required by this Agreement, has been filed and is declared or otherwise becomes effective but ceases to be effective or usable for a period of time that exceeds 120 days in the aggregate in any 12-month period in which it is required to be effective hereunder (each such event referred to in the preceding clauses (a), (b) and (c), a “Registration Default”), the interest rate borne by the Registrable Securities affected thereby shall be increased (“Additional Interest”) immediately upon occurrence of a Registration Default by one-quarter of one percent (0.25%) per annum with respect to the first 90-day period while one or more Registration Defaults is continuing and will increase to a maximum of one-half of one percent (0.50%) per annum Additional Interest thereafter while one or more Registration Defaults is continuing until all Registration Defaults have been cured; provided that Additional Interest shall accrue only for those days that a Registration Default occurs and is continuing, including the date on which any Registration Default shall occur but not including the date on which all Registration Defaults have been cured. Such Additional Interest shall be calculated based on a year consisting of 360 days comprised of twelve 30-day months. Following the cure of all Registration Defaults the accrual of Additional Interest on the affected Registrable Securities will cease, the interest rate will revert to the original rate on such Registrable Securities and, upon any subsequent Registration Default following any such cure of all Registration Defaults, Additional Interest will begin accruing again at one-quarter of one percent (0.25%) per annum and will increase to a maximum of one-half of one percent (0.50%) per annum as provided above until all Registration Defaults have been cured. Additional Interest shall not be payable with respect to Registration Defaults for any period during which a Shelf Registration Statement is effective and usable by the Holders. Any Additional Interest shall constitute liquidated damages and shall be the exclusive remedy, monetary or otherwise, available to any Holder of Registrable Securities with respect to any Registration Default or any other default with respect to the filing or effectiveness of a Registration Statement under Section 2 or Section 3 hereof. The Company shall notify the Trustee within five 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”). Additional Interest shall be paid by depositing with the Trustee, in trust, for the benefit of the Holders of Registrable Securities, on or before the applicable semi-annual 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 Holder of Registrable Securities affected thereby entitled to receive the interest payment to be paid on such date as set forth in the Indenture. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date. Notwithstanding anything else contained herein, no Additional Interest shall be payable in relation to the applicable Shelf Registration Statement or the related Prospectus if (i) such Additional Interest is payable solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited or, if required by the rules and regulations under the Act, quarterly unaudited financial information with respect to the Company or the Guarantors where such post-effective amendment is not yet effective and needs to be declared or otherwise become effective to permit Holders to use the related Prospectus or (y) the Company notifies the Holder to suspend use (on one or more occasions) of the Shelf Registration Statement and the related Prospectus for a period not to exceed an aggregate of 120 days in any calendar year pursuant to Section 4(k)(ii); provided, however, that in no event shall the Company or the Guarantors be required to disclose the business purpose for such suspension. Notwithstanding the foregoing, the Company shall not be required to pay Additional Interest with respect to any Registrable Securities to any Holder if the failure arises from the Company’s and the Guarantor’s failure to file, or cause to become effective, a Shelf Registration Statement within the time periods specified in this Section 2 by reason of the failure of such Holder to provide such information as (i) the Company or the Guarantors may reasonably request, with reasonable prior written notice, for use in the Shelf 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) FINRA or the Commission may request in connection with such Shelf Registration Statement or (iii) is required to comply with the agreements of such Holder as contained herein to the extent compliance thereof is necessary for the Shelf Registration Statement to remain effective (be declared or otherwise become effective, including, without limitation, a signed notice and questionnaire as distributed by the prospectus contained therein Company consenting to remain usable)such Holder’s inclusion in the Prospectus as a selling security holder, in each case evidencing such Holder’s agreement to be bound by the applicable provisions of this Agreement and providing such further information to the extent required by this AgreementCompany as the Company or the Guarantors may reasonably request.
Appears in 4 contracts
Samples: Registration Rights Agreement (Amcor PLC), Registration Rights Agreement (Amcor PLC), Registration Rights Agreement (Amcor PLC)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Issuer shall pay liquidated damages increased interest (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any (x) the Exchange Offer Registration Statement required by this Agreement is not declared effective by the Commission on within 365 days after the Closing Date, (y) the Registered Exchange Offer is not completed by the Exchange Date, or prior to (z) if required, the Shelf Registration Statement is not declared effective by the Commission by the later of (A) the 180th day after the date on which the requirement to file such Shelf Registration Statement arises pursuant to Section 3(a) or (B) 365 days after the Closing Date, then Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified to cause such effectiveness date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Agreement;Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect subject to the Exchange Offer Registration Statement; or
(iiilast sentence of Section 4(k)(ii) above, if the Shelf Registration Statement or the Exchange Offer Registration Statement is required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or usable in connection with resales of Transfer Restricted Securities more than 60 days (whether or not consecutive) during the periods specified in this Agreementperiod for which the Shelf Registration Statement is required, then, in each casethen commencing on the 31st day or 61st day, as of applicable, following the date any on which such event occursShelf Registration Statement ceases to be effective, Special Additional Interest shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter31st day or 61st day, as applicable, following the Special Interest will increase date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50thereafter; provided that Additional Interest in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof Registrable Securities; provided, however, that upon (1) upon the effectiveness of the Exchange Offer Registration Statement Statement, the completion of the Exchange Offer or the effectiveness of the Shelf Registration Statement, as applicable (each in the case of paragraph (i) above), ) and (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Additional Interest will shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(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 and within one Business Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder 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.
(c) The parties hereto agree that the liquidated damages in the form of Special Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Exchange Offer Registration Statement to be declared effective; (ii) the Registered Exchange Offer to be completed; or (iiiii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.)
Registration Defaults. (a) If any of In the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
event that (i) if any (x) the Exchange Offer Registration Statement required by this Agreement is does not declared become effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 365th day after the date specified for hereof, (y) such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared becomes effective but thereafter ceases to be effective or usable or (z) the Exchange Offer is not completed within 30 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in connection accordance with resales Section 3(a) and such Shelf Registration Statement (x) does not become effective (A) on or prior to the 365th day following the date of Transfer Restricted Securities such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i) or (B) on or prior to the 485th day following the date hereof, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (iii) or (iv), or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any time during the periods specified Shelf Registration Period, (any event referred to in this Agreementthe foregoing clauses (i) or (ii) a “Registration Default”), then, in each case, as of the date any such event occurs, Special Interest shall accrue interest rate on the Transfer Restricted Securities at a rate of will be increased by 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from 90-day period immediately following such Registration Default and including such date; thereafter, the Special Interest will increase by (ii) an additional 0.25% per annum with respect to each subsequent 90-day period until period, up to a maximum of 1.00% per annum, in each case to but excluding the earlier of (i) the date on which all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check cured and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness date which is two years from the date hereof. Any amounts payable under this paragraph shall also be deemed “Additional Interest” for purposes of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratethis Agreement.
(b) The parties hereto agree that Company shall notify the liquidated damages Trustee within five business days after each and every date on which an event occurs in the form respect of Special which Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer is required to be completed; paid (ii) the Shelf Registration Statement, if required hereby, to an “Event Date”). Any Additional Interest due shall be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in payable on each case interest payment date to the extent required by this AgreementHolder of Senior Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 3 contracts
Samples: Registration Rights Agreement (Everest Acquisition Finance Inc.), Registration Rights Agreement (MBOW Four Star, L.L.C.), Registration Rights Agreement (MBOW Four Star, L.L.C.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement;
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(iic) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiid) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Registrable Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.501.0% per annum of the principal amount of the Transfer Restricted Registrable Securities outstanding. All accrued Special Interest will be paid by the Issuers Issuer on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the filing of the Registration Statement (in the case of paragraph (a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (ib) above), (23) upon consummation of the Registered Exchange Offer (in the case of paragraph (iic) above), or (34) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiid) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratecease.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.)
Registration Defaults. The Company further agrees that, in the event that the Registration Statement (ai) If any of has not been filed with the following events SEC by the date such filing is required pursuant to Section 9(a), (eachii) has not been declared effective by the SEC by the date such filing is required pursuant to Section 9(a) (or, in the event the Company receives comments on such Registration Statement, the date that is ninety (90) days after the Filing Date), or (iii) after the Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Warrant Shares for which it is required to be effective, other than, in each case, within the time period(s) permitted by Section 9(f)(ii) (each such event referred to in clauses (i), (ii) and (iii), (a “Registration Default”) shall occur)), then the Issuers shall pay liquidated damages for any thirty-day period (the a “Special InterestPenalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Exercise Price then in effect shall be reduced by an amount equal to one percent (1%) of such Exercise Price for each Penalty Period during which the Holders of Securities Registration Default remains uncured; provided, however, that if the Holder fails to provide the Company with any information that is required to be provided in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if Holder as set forth herein, then the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as commencement of the Penalty Period described above shall be extended until five Business Days following the date of receipt by the Company of such required information; provided further, that the amount payable to the Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such event occursPenalty Period during which a Registration Default remains uncured. The Company shall deliver said cash payment to the Holder by the fifth Business Day after the end of such Penalty Period. If the Company fails to pay said cash payment to the Holder in full by the fifth Business Day after the end of such Penalty Period, Special Interest shall accrue on the Transfer Restricted Securities Company will pay interest thereon at a rate of 0.25% ten percent (10%) per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including (or such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a lesser maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will that is permitted to be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer applicable law) to the accounts specified by them or by mailing checks to their registered addresses if no Holder, accruing daily from the date such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages are due until such amounts, plus all such interest thereon, are paid in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementfull.
Appears in 3 contracts
Samples: Warrant Agreement (RumbleOn, Inc.), Warrant Agreement (RumbleOn, Inc.), Warrant Agreement (RumbleON, Inc.)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages 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 any of the following events (each, a “Registration Default”) shall occurRegistered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the Issuers day after such date, Additional Interest shall pay liquidated damages (accrue on the “Special Interest”) to the Holders of Securities in respect principal amount of the Securities as follows:at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) if any such Shelf Registration Statement is not filed with the Commission by the date required by this Agreement Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 60th day following the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementwas filed, then, in each casecommencing on the day after either such required date, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted principal amount of the Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including immediately following such date; thereafter, the Special such Additional Interest will increase rate increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until period; or
(c) 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 one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Defaults have Statement having been curedsold, up to a maximum amount of 0.50% per annum of then Additional Interest shall accrue on the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by at a rate of 0.25% per annum for the Issuers first 90 days commencing on the next scheduled interest payment date day such Shelf Registration Statement ceases to DTC or its nominee be effective, such Additional Interest rate increasing by wire transfer an additional 0.25% per annum at the beginning of immediately available funds or by federal funds check each subsequent 90-day period; (each such event referred to in (a), (b) and to holders of certificated notes by wire transfer to (c), a “Registration Default”), provided, however, that the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall have been cured for purposes hereof the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation completion of the Registered Exchange Offer (in the case of paragraph clause (iia) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph clause (iii) abovec)above). Immediately upon the cure of all Registration Defaults, the accrual of Special Additional Interest will cease and the interest rate on the Securities shall revert to as a result of such clause (or the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usablerelevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in each case to cash on the extent required by this Agreementsame original interest payment dates as the Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed or designated with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such specified date and .50% per annum thereafter; or
(b) if, after having filed any Registration Statement required by this Agreement, such Registration Statement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25specified date and .50% per annum with respect thereafter; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to each subsequent 90-be effective at any time at which it is required to be effective under this Agreement, then commencing on the day period until all the Registration Defaults have been curedStatement ceases to be effective, up to Registration Default Damages shall accrue on the Registrable Securities at a maximum amount rate of 0.50.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective and .50% per annum thereafter; provided, however, that (1) upon the filing or designating of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which that had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon , Registration Default Damages shall cease to accrue; provided further, for the cure avoidance of all doubt, that the Company shall not under any circumstances be required to pay Registration DefaultsDefault Damages under (a), the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form and (c) of Special Interest provided for in this Section 8 constitute in a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementcumulative manner.
Appears in 3 contracts
Samples: Registration Rights Agreement (Citizens Communications Co), Registration Rights Agreement (Citizens Communications Co), Registration Rights Agreement (Citizens Communications Co)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Issuer and the Guarantors shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any neither (x) the Registered Exchange Offer is completed within 270 days of the Closing Date, nor (y) if required, the Shelf Registration Statement is declared effective within 330 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuer and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuer and the Guarantors are required by this Agreement to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 330th day following the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Closing Date, then Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase specified date and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the Transfer Restricted Securities outstanding. All accrued Special Interest will last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be paid by effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the Issuers period for which the Shelf Registration Statement is required, then commencing on the next scheduled interest payment 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A be effective, Registration Default Damages shall have been cured accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for purposes hereof the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (ii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The Issuer and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared or to be kept effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Ameristar Casinos Inc), Registration Rights Agreement (Ameristar Casinos Inc), Registration Rights Agreement (Ameristar Casinos Inc)
Registration Defaults. (a) If any Each of the following events (each, shall constitute a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required (which may be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not filed with the Commission, or if an existing shelf registration statement is not designated by this Agreement the Company for the purpose of registering the Securities, within 120 days following the Closing Date;
(b) if the Shelf Registration Statement is not declared effective by the Commission on (or prior to has not become effective in the date specified to cause such effectiveness under this Agreementcase of an Automatic Shelf Registration Statement) within 210 days following the Closing Date;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiic) if the Shelf Registration Statement has been declared or the Exchange Offer Registration Statement is declared becomes effective but thereafter ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with resales (A) a Deferral Period or (B) as a result of Transfer Restricted Securities a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding Selling Securityholders or the plan of distribution provided for therein at any time during the periods specified Shelf Registration Period) and the Company does not cure the lapse of effectiveness or usability within either (i) ten Business Days, or (ii) if a Deferral Period is then in this Agreement, then, effect and subject to the 15 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum Section 2(e) with respect to each subsequent 90-day any Notice and Questionnaire received during such period, ten Business Days following the expiration of such Deferral Period or period until all Registration Defaults have been cured, up permitted pursuant to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) aboveSection 2(e), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(bd) The parties hereto agree if the Company through its omission fails to name as a Selling Securityholder any Holder that the liquidated damages had complied timely with its obligations hereunder in the form of Special Interest provided for a manner to entitle such Holder to be so named in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; Shelf Registration Statement at the time it first became effective, or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement, if required hereby, to be declared Statement of which the Prospectus forms a part becomes effective, or (iii) if permitted, an Exchange Act filing or post-effective amendment; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof; provided, however, that a Registration Default will be deemed to end upon the day before the earlier of (i) the day on which such Registration Default has been cured or waived, and (ii) the date the Shelf Registration Statement is no longer required to remain be kept effective for the Underlying Shares; provided, however, if a Registration Default occurs and is continuing during a period of time that the Notes are exchangeable for Underlying Shares, liquidated damages consisting solely of additional interest (“Liquidated Damages”) will be paid to those entitled to interest payments on such dates semi-annually in arrears on each interest payment date and will accrue at a rate per year equal to (i) 0.25% of the prospectus contained therein outstanding principal amount of the Notes to remain usable)and including the 90th day following such registration default, in each case and (ii) 0.50% of the outstanding principal amount of the Notes from and after the 91st day following such Registration Default. In no event will any additional interest on the Notes exceed 0.50% per year. No Liquidated Damages will be paid on any Note after it has been exchanged for Underlying Shares. If a Note ceases to be outstanding during any period for which additional interest is accruing, the Liquidated Damages to be paid with respect to that Note will be prorated. The occurrence and continuance of a Registration Default shall not have any effect on the Partnership’s rights with respect to the extent required by this AgreementSecurities under the Indenture, including but not limited to its right to redeem the Securities pursuant to the Indenture.
Appears in 3 contracts
Samples: Registration Rights Agreement (Northstar Realty Finance Corp.), Registration Rights Agreement (Northstar Realty Finance Corp.), Registration Rights Agreement (Northstar Realty)
Registration Defaults. (a) If any of the following events shall occur as a result of the Company’s failure to satisfy its obligations hereunder (eacheach of the events set forth in clauses (a) through (d) below, a “Registration Default”) shall occur), then the Issuers Partnership shall pay liquidated damages additional interest on the Notes (the “Special Registration Default Additional Interest”) to the Holders of Securities the Notes in respect accordance with the terms of the Securities Indenture as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(iia) if the Issuers fail Initial Shelf Registration has not been filed with the Commission and/or has not been declared or become effective, as the case may be, within the timeframes required under Section 2.1, after giving effect to consummate any extensions as set forth therein, Registration Default Additional Interest shall accrue on the Registered Exchange Offer within 30 Business Days aggregate outstanding principal amount of the date specified for such effectiveness with respect to the Exchange Offer Registration StatementNotes at a rate of 0.50% per annum; or
(iiib) if the Initial Shelf Registration Statement or the Exchange Offer Subsequent Shelf Registration Statement is has been declared or become effective but thereafter later ceases to be effective or usable available for the offer and sale of the Registrable Securities, other than (1) in connection with resales a Deferral Period or (2) as a result of Transfer Restricted Securities the filing of a Post-Effective Amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the periods specified in this Agreement, then, in each caseShelf Registration Period and the Company does not cure the lapse of effectiveness or availability within 10 business days (or within 10 business days following the expiration of such Deferral Period or within the timeframe contemplated under Section 2.3.2 for filing a Post-effective Amendment, as of the date any such event occurscase may be), Special then Registration Default Additional Interest shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes at a rate of 0.250.50% per annum annum; or
(c) if the Company through its omission fails to name a Holder as a selling securityholder and such Holder had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (1) the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration at the time it first became effective or (2) any Prospectus at the later of (x) the time of filing thereof and (y) the time the Initial Shelf Registration or Subsequent Shelf Registration, as applicable, of which the Prospectus forms a part became or was declared effective, then Registration Default Additional Interest shall accrue, on the aggregate outstanding principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including Notes held by such date; thereafterHolder, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to at a maximum amount rate of 0.50% per annum from and including the day following the effective date of such Initial Registration Statement or Subsequent Shelf Registration or the time of filing of such Prospectus, as the case may be, which Registration Default Additional Interest shall be payable by the Partnership separately to such Holder at the account specified in writing by such Holder to the Partnership; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3.4.2 hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Additional Interest shall accrue on the aggregate outstanding principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer Notes at a rate of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof 0.50% per annum; provided, however, that (1) upon the filing and effectiveness (whether upon such filing or otherwise) of the Initial Shelf Registration Statement or Subsequent Shelf Registration (in the case of paragraph (ia) above), (2) upon consummation of such time as the Registered Exchange Offer Initial Shelf Registration or a Subsequent Shelf Registration which had ceased to remain effective or available for resales again becomes effective and available for resales (in the case of paragraph (iib) above), or (3) upon the effectiveness of the time such Holder is permitted to sell its Registrable Securities pursuant to any Initial Shelf Registration Statement which had ceased to remain effective or Subsequent Shelf Registration and Prospectus in accordance with applicable law (in the case of paragraph (iiic) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii4) upon the Shelf Registration Statement termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3.4.2 to remain effective be exceeded (and in the prospectus contained therein to remain usablecase of paragraph (d) above), in each case Registration Default Additional Interest shall immediately cease to the extent required by this Agreementaccrue.
Appears in 3 contracts
Samples: Registration Rights Agreement (Galaxy Digital Inc.), Registration Rights Agreement (Galaxy Digital Holdings Ltd.), Registration Rights Agreement (Galaxy Digital Inc.)
Registration Defaults. (a) If In the event that (i) an Exchange Offer Registration Statement is required pursuant to Section 2(a) and (x) such Exchange Offer Registration Statement does not become effective on or prior to the Registration Trigger Date or (y) the Exchange Offer is not completed within 45 days after the date on which the Exchange Offer Registration Statement becomes effective, or (ii) a Shelf Registration Statement is required in accordance with Section 3(a) and such Shelf Registration Statement (x) does not become effective on or prior to the 90th day following (A) the date of such determination, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(i), (B) such date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(ii), (C) the date of such Shelf Request, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iii), or (D) the Registration Trigger Date, in the case of a Shelf Registration Statement required pursuant to Section 3(a)(iv) or Section 3(a)(v) , or (y) becomes effective but ceases to be effective or the corresponding Prospectus ceases to be usable at any of time during the following events Shelf Registration Period, and such failure to remain effective or usable exists for more than 60 days (each, whether or not consecutive) in any 12-month period (any event referred to in the foregoing clauses (i) or (ii) a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement), then, in each case, as of the date any such event occurs, Special Interest shall accrue interest rate on the Transfer Restricted Securities at a rate of will be increased by 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from 90-day period immediately following such Registration Default and including such date; thereafter, the Special Interest will increase by (ii) an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum amount of 0.501.00% per annum annum, in each case until the earlier of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default is cured or the Securities become Freely Tradable Securities. Any amounts payable under this paragraph shall have been cured also be deemed “Additional Interest” for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratethis Agreement.
(b) The parties hereto agree that Company shall notify the liquidated damages Trustee within five business days after each and every date on which an event occurs in the form respect of Special which Additional Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer is required to be completed; paid (ii) the Shelf Registration Statement, if required hereby, to an “Event Date”). Any Additional Interest due shall be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in payable on each case interest payment date to the extent required by this AgreementHolder of Notes with respect to which Additional Interest is due and owing. Each obligation to pay Additional Interest shall be deemed to accrue from and including the day following the applicable Event Date.
Appears in 2 contracts
Samples: Registration Rights Agreement (Harrahs Entertainment Inc), Registration Rights Agreement (Harrahs Entertainment Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed within 300 days of the Closing Date, nor (y) if required, the Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to within 270 days of the date the filing obligation arises with respect to such Shelf Registration Statement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified to cause such effectiveness date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Agreement;Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect subject to the Exchange Offer Registration Statement; or
(iiilast sentence of Section 4(k)(ii) above, if the Shelf Registration Statement or the Exchange Offer Registration Statement is required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or usable in connection with resales of Transfer Restricted Securities more than 60 days (whether or not consecutive) during the periods specified in this Agreementperiod for which the Shelf Registration Statement is required, then, in each casethen commencing on the 31st day or 61st day, as of applicable, following the date any on which such event occursShelf Registration Statement ceases to be effective, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter31st day or 61st day, as applicable, following the Special Interest will increase date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), ) and (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(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 Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dresser-Rand Group Inc.), Registration Rights Agreement (Dresser-Rand Group Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Issuer shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted affected Registrable Securities at a rate of 0.25% per annum of during the principal amount of Transfer Restricted Securities outstanding for the first 90 days from 90-day period immediately following such specified date and including such date; thereafter, the Special Interest will shall increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until all period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Defaults have Statement required by this Agreement has been cureddeclared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, up then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a maximum amount rate of 0.500.25% per annum of during the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers 90-day period immediately following such date on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of which the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer ceases to be completed; (ii) effective and shall increase by 0.25% per annum at the Shelf Registration Statementend of each subsequent 90-day period, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), but in each case to the extent required by this Agreement.no event shall such rate exceed 1.00% per annum;
Appears in 2 contracts
Samples: Registration Rights Agreement (Rural Metro Corp /De/), Registration Rights Agreement (Rural Metro Corp /De/)
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers Issuer (or, if the Registration Rights Agreement Party has assumed the Issuer’s obligations as issuer of the Notes, the Registration Rights Agreement Party) shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the applicable Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement (which shall be, if the Registration Rights Agreement Party is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission and effective on or prior to the 181st day following the Issue Date (in the case of IAC) or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective relevant date on which the successor Reference Entity guarantees, on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the Notes, the prior Reference Entity’s obligations) under the Notes and the Indenture or usable in connection with resales assumes the Issuer’s obligations as the issuer of Transfer Restricted Securities during the periods specified in this Agreement, then, in each caseNotes, as applicable (in the case of a successor Reference Entity), then commencing on the 182nd day after the Issue Date (in the case of IAC) or the relevant date on which the successor Reference Entity guarantees, on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the date any such event occursNotes, Special Interest the prior Reference Entity’s obligations) under the Notes and the Indenture or assumes the Issuer’s obligations as the issuer of the Notes, as applicable (in the case of a successor Reference Entity), Registration Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 182nd day and 0.50% per annum thereafter; or
(b) [Reserved];
(c) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective for the offer and sale of the Registrable Securities, other than (i) in connection with a Deferral Period or (ii) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Registration Rights Agreement Party does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and subject to the ten Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)), then Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Registration Rights Agreement Party through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (iSection 7(a) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iiSection 7(b) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective for resales (in the case of paragraph (iiiSection 7(c) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration DefaultsSection 7(d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of Section 7(e) above), the accrual Registration Default Damages shall cease to accrue. Any amounts of Special Interest Registration Default Damages due pursuant to this Section 7 will cease and be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If a Note ceases to be outstanding during any period for which Registration Default Damages are accruing (as a result of the holder exercising its exchange or conversion rights or otherwise), the Issuer (or, if the Registration Rights Agreement Party has assumed the Issuer’s obligations as issuer of the Notes, the Registration Rights Agreement Party) will pay the liquidated damages with respect to such Note only for the period of time that such Note remained outstanding during which such Registration Default Damages were accruing. The Registration Default Damages rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special Interest provided for time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the obligation of the Issuer (or, if the Registration Rights Agreement Party has assumed the Issuer’s obligations as issuer of the Notes, the Registration Rights Agreement Party) to pay Registration Default Damages in accordance with this Section 8 constitute 7, neither the Registration Rights Agreement Party nor the Issuer will have any liability for damages with respect to a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effectiveDefault. If a Registration Default occurs after a Holder has exchanged its Notes for, or (iii) the Shelf Registration Statement exchanged its Notes into, Reference Common Stock, such Holder shall not be entitled to remain effective (and the prospectus contained therein any compensation with respect to remain usable), in each case to the extent required by this Agreementsuch Reference Common Stock.
Appears in 2 contracts
Samples: Registration Rights Agreement (Iac/Interactivecorp), Registration Rights Agreement (Iac/Interactivecorp)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages additional interest (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 120th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 121st day after the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this AgreementClosing Date, then, in each case, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date121st day and 0.50% per annum thereafter; thereafteror
(b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the Special 181st day after the Closing Date, Additional Interest will increase by an additional shall accrue on the aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum with respect to each subsequent 90-for the first 90 days from and including such 181st day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum thereafter; or
(c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (without being succeeded immediately by an effective replacement shelf registration statement), or the Shelf Registration Statement or Prospectus contained therein ceases to be usable in connection with the resales of Registrable Securities for a period of time which exceeds 120 days in the aggregate in any consecutive 12-month period because either (i) any event occurs as a result of which the Prospectus forming part of such Shelf Registration Statement would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, (ii) it shall be necessary to amend such Shelf Registration Statement or supplement the related Prospectus to comply with the Act or Exchange Act or the respective rules thereunder, or (iii) the occurrence or existence of any pending corporate development or other material event with respect to us or a public filing with the Commission that, in the Company’s reasonable discretion, makes it appropriate to suspend the availability of a Shelf Registration Statement and the related prospectus, then Additional Interest shall accrue on the aggregate outstanding principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by Notes at a rate of 0.25% per annum for the Issuers on first 90 days from and including the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check day following such 91st day and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof 0.50% per annum thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above), the Additional Interest shall cease to accrue. Immediately upon Any amounts of Additional Interest due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Upon the cure of all Registration DefaultsDefaults then continuing, the accrual of Special Additional Interest will automatically cease and the interest rate on borne by the Securities shall Notes will revert to the original rate.
(b) The parties hereto agree that interest rate at such time. If Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the liquidated other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Additional Interest in accordance with this Section 7, the Company will not have any liability for damages in the form of Special Interest provided for with respect to a Registration Default. Notwithstanding any provision in this Section 8 constitute a reasonable estimate Agreement, in no event shall Additional Interest accrue to holders of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason Common Stock issued upon conversion of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this AgreementNotes.
Appears in 2 contracts
Samples: Registration Rights Agreement (Linear Technology Corp /Ca/), Registration Rights Agreement (Linear Technology Corp /Ca/)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company and the Guarantor shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if the Registered Exchange Offer is not completed on or prior to October 31, 2005, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.5% per annum from and including such specified date; or
(b) if any Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.250.5% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such specified date; thereafteror
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the Special Interest will increase by an additional 0.25day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.5% per annum with respect from and including such date on which the Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been curedbe effective; provided, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof however, that (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation completion of the Registered Exchange Offer (in the case of paragraph (iia) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (b) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon , Registration Default Damages shall cease (as of the cure of date prior to the date on which all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert Defaults have been cured) to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (CSN Islands IX Corp.), Registration Rights Agreement (CSN Islands IX Corp.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Issuer and the Guarantors shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 210 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuer and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuer and the Guarantors are required by this Agreement or requested pursuant to Section 3(a) to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 90th day following the date specified for the filing of such effectiveness Shelf Registration Statement is required or requested pursuant to Section 3(a), then Registration Default Damages shall accrue on the Registrable Securities (but only with respect to Registrable Securities held by those Holders who have provided any required notice pursuant to clauses (iii) or (iv) of Section 3(a)) at a rate of 0.25% per annum of the Exchange Offer principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration StatementDefault Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement or the Exchange Offer Registration Statement is required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or usable in connection with resales of Transfer Restricted Securities more than 60 days (whether or not consecutive) during the periods specified in this Agreementperiod for which the Shelf Registration Statement is required, then, in each casethen commencing on the 31st day or 61st day, as of applicable, following the date any on which such event occursShelf Registration Statement ceases to be effective, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter31st day or 61st day, as applicable, following the Special Interest will increase date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), (2) upon consummation the earlier of the Registered Exchange Offer effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above), ) or the second anniversary of the Closing Date and (3) upon the earlier of effectiveness of the Shelf Registration Statement which had ceased to remain effective or the second anniversary of the Closing Date (in the case of paragraph (iii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The Issuer and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Headwaters Inc), Registration Rights Agreement (Headwaters Inc)
Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages 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 any of the following events (each, a “Registration Default”) shall occurRegistered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the Issuers day after such date, Additional Interest shall pay liquidated damages (accrue on the “Special Interest”) to the Holders of Securities in respect principal amount of the Securities as follows:at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) if any such Shelf Registration Statement is not filed with the Commission by the date required by this Agreement Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 60th day following the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementwas filed, then, in each casecommencing on the day after either such required date, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted principal amount of the Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including immediately following such date; thereafter, the Special such Additional Interest will increase rate increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until period; or
(c) 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 one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Defaults Statement have been curedsold, up to a maximum amount of 0.50% per annum of then Additional Interest shall accrue on the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by at a rate of 0.25% per annum for the Issuers first 90 days commencing on the next scheduled interest payment date day such Shelf Registration Statement ceases to DTC or its nominee be effective, such Additional Interest rate increasing by wire transfer an additional 0.25% per annum at the beginning of immediately available funds or by federal funds check each subsequent 90-day period; (each such event referred to in (a), (b) and to holders of certificated notes by wire transfer to (c), a “Registration Default”), provided, however, that the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall have been cured for purposes hereof the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation completion of the Registered Exchange Offer (in the case of paragraph clause (iia) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph clause (iii) abovec)above). Immediately upon the cure of all Registration Defaults, the accrual of Special Additional Interest will cease and the interest rate on the Securities shall revert to as a result of such clause (or the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usablerelevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in each case to cash on the extent required by this Agreementsame original interest payment dates as the Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the affected Registrable Securities at a rate of 0.25% per annum during the 90-day period immediately following such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted affected Registrable Securities at a rate of 0.25% per annum of during the principal amount of Transfer Restricted Securities outstanding for the first 90 days from 90-day period immediately following such specified date and including such date; thereafter, the Special Interest will shall increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until all period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Defaults have Statement required by this Agreement has been cureddeclared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, up then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the affected Registrable Securities at a maximum amount rate of 0.500.25% per annum during the 90-day period immediately following such date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rural Metro Corp /De/), Registration Rights Agreement (Rural Metro Corp /De/)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special InterestLiquidated Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 300 days of the Closing Date, then Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if the Issuer is required by this Agreement to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 300th day following the date specified for the filing of such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement is required or the Exchange Offer Registration Statement is declared effective but thereafter ceases requested pursuant to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this AgreementSection 3(a), then, in each case, as of the date any such event occurs, Special Interest then Liquidated Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase specified date and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the Transfer Restricted Securities outstanding. All accrued Special Interest will last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be paid by effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the Issuers period for which the Shelf Registration Statement is required, then commencing on the next scheduled interest payment 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to DTC be effective, Liquidated Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for the first 90 days from and including such 31st day or its nominee 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by wire transfer an additional 0.25% per annum at the beginning of immediately available funds or by federal funds check and to holders each subsequent 90-day period thereafter; provided that Liquidated Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no principal amount of such accounts have been specified. A Registration Default shall have been cured for purposes hereof Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (ii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will Liquidated Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The Company Issuers shall notify the Trustee in writing within one Business Day after each and every date on which an event occurs in respect of which Liquidated Damages are required to be paid and within one Business Day after such Liquidated Damages cease to accrue. Any amounts of Liquidated Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Liquidated Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Liquidated Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Graham Packaging Acquisition Corp.), Registration Rights Agreement (Graham Packaging Acquisition Corp.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 270 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required by this Agreement to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 270th day following the date specified for the filing of such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement is required or the Exchange Offer requested pursuant to Section 3(a), then Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase specified date and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the Transfer Restricted Securities outstanding. All accrued Special Interest will last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be paid by effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the Issuers period for which the Shelf Registration Statement is required, then commencing on the next scheduled interest payment 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A be effective, Registration Default Damages shall have been cured accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for purposes hereof the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (ii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nielsen CO B.V.), Registration Rights Agreement (Nielsen CO B.V.)
Registration Defaults. (a) If any of the following events (eacheach such event, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages additional interest (the “Special Additional Interest”) to the Holders of the applicable series of Registrable Securities in respect of the Registrable Securities as follows:
(ia) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to to, in the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days case of the date specified for such effectiveness with respect to the any required Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or , the Exchange Offer Registration Statement Effectiveness Deadline (unless the applicable Registered Exchange Offer is declared effective but thereafter ceases not permissible due to be effective any change in law or usable in connection with resales of Transfer Restricted Securities during applicable interpretations thereof by the periods specified in this AgreementCommission or its staff), thenand, in each casethe case of any required Shelf Registration Statement, the Shelf Effectiveness Deadline, then commencing on the day after such Exchange Offer Effectiveness Deadline or Shelf Effectiveness Deadline, as of the date any such event occursapplicable, Special Additional Interest shall accrue on the Transfer Restricted series of Registrable Securities to which such Registration Default applies at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by specified date plus an additional 0.25% per annum with respect to as of the end of each subsequent 90-day period thereafter in each case until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to be declared effectivea maximum increase of 1.00% per annum; or
(b) if any Registered Exchange Offer required by this Agreement is not completed prior to the Exchange Offer Completion Date, or (iii) then Additional Interest shall accrue on the Shelf series of Registrable Securities to which such Registration Statement to remain effective (Default applies at a rate of 0.25% per annum for the first 90 days from and including such Exchange Offer Completion Date plus an additional 0.25% per annum as of the prospectus contained therein to remain usable), end of each subsequent 90-day period thereafter in each case to until the extent Registered Exchange Offer required by this Agreement is completed or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement without being succeeded within one Business Day by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective on the same Business Day of its filing, then commencing on the day the Registration Statement ceases to be effective, Additional Interest shall accrue on the series of Registrable Securities to which such Registration Default applies at a rate of 0.25% per annum for the first 90 days from and including such specified date plus an additional 0.25% per annum as of the end of each subsequent 90-day period thereafter in each case until the Registration Statement, if required hereby, becomes effective or the Securities become freely tradable under the Securities Act, up to a maximum increase of 1.00% per annum; provided, however, that Additional Interest may not accrue under more than one Registration Default at any one time; provided, further, that upon the the cure of all Registration Defaults that have occurred, Additional Interest shall cease to accrue. Furthermore, no incremental Additional Interest shall accrue during any Deferral Period in effect in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (CBS Outdoor Americas Inc.), Registration Rights Agreement (CBS Outdoor Americas Inc.)
Registration Defaults. The Company further agrees that, in the event that a Registration Statement (ai) If any has not been filed with the SEC within 90 days after the First Tranche Closing Date, in the case of Registrable Securities that would included on the following events First Registration Statement if such filing had been made during such period, or within 90 days after the Final Registration Date, in the case of all other Registrable Securities, (eachii) has not been declared effective by the SEC within 180 days after the First Tranche Closing Date, in the case of Registrable Securities included on the First Registration Statement, or within 90 days after the Final Registration Date, in the case of all other Registrable Securities, (iii) after such Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective, other than, in each case, within the time period(s) permitted by Section 6.6(b) (each such event referred to in clauses (i), (ii) and (iii), (a “Registration Default”)), for any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall occurcommence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Company shall pay to each Purchaser an amount equal to one percent (1%) of the aggregate Purchase Price for such Purchaser’s Registrable Securities to be included in such Registration Statement for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in a Registration Statement with respect to such Purchaser as set forth herein, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect commencement of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective Penalty Period described above shall be extended until five Business Days following the date of receipt by the Commission on or prior Company of such required information; provided further, that the amount payable to any Purchaser hereunder for any partial Penalty Period shall be prorated for the date specified number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further, that in no event shall the Company be required to cause such effectiveness under pay to any Purchaser pursuant to this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days Section 6.3 an aggregate amount that exceeds 10% of the date specified aggregate Purchase Price paid for such effectiveness with respect Purchaser’s Shares. The Company shall deliver said cash payment to each Purchaser by the Exchange Offer Registration Statement; or
(iii) if fifth Business Day after the Shelf Registration Statement or end of such Penalty Period. If the Exchange Offer Registration Statement is declared effective but thereafter ceases Company fails to be effective or usable pay said cash payment to any Purchaser in connection with resales full by the fifth Business Day after the end of Transfer Restricted Securities during such Penalty Period, the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities Company will pay interest thereon at a rate of 0.2510% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including (or such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a lesser maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will that is permitted to be paid by applicable law) to such Purchaser, accruing daily from the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages are due until such amounts, plus all such interest thereon, are paid in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementfull.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Memory Pharmaceuticals Corp), Stock Purchase Agreement (Memory Pharmaceuticals Corp)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 360 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required by this Agreement to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 360th day following the date specified for the filing of such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement is required or the Exchange Offer requested pursuant to Section 3(a), then Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase specified date and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the Transfer Restricted Securities outstanding. All accrued Special Interest will last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be paid by effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the Issuers period for which the Shelf Registration Statement is required, then commencing on the next scheduled interest payment 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A be effective, Registration Default Damages shall have been cured accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for purposes hereof the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (ii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nielsen Holdings N.V.), Registration Rights Agreement (Nielsen CO B.V.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any the Common Share Resale Registration Statement required by this Agreement is has not been filed and become effective or been declared effective by the Commission on or prior to the date specified that such Registration Statement is required to cause such effectiveness under become or be declared effective pursuant to Section 2.01 of this Agreement (if the Company files the Common Share Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.07(c) of this Agreement;
, the Company shall be deemed to have not satisfied this clause (i)), (ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Common Share Resale Registration Statement or the Exchange Offer Registration Statement required by Section 2.01 of this Agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities Registrable Shares during the time periods specified in this Agreement, (iii) the Common Share Resale Registration Statement when declared effective fails to register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.04 of this Agreement and that suspension period exceeds sixty (60) days in one instance or sixty (60) days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Common Share Registration Default” and for purposes of clauses (i), (ii) and (iii), the date on which such Event occurs, and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration Default Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each casesuch Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the applicable Registration Default shall not have been cured by such date) until the applicable Registration Default is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.00%) multiplied by such Holder’s Warrant Amount. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date any such event occurspayable, Special Interest shall accrue on the Transfer Restricted Securities Company will pay interest thereon at a rate of 0.25% eighteen percent (18%) per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including (or such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a lesser maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will that is permitted to be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer applicable law) to the accounts specified by them or by mailing checks Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to their registered addresses if no such accounts have been specified. A Registration Default this Section 2.02 shall have been cured apply on a daily pro rata basis for purposes hereof (1) upon the effectiveness any portion of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased a month prior to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all a Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) Default. The parties hereto agree that the partial liquidated damages in the form of Special Interest provided for in pursuant to this Section 8 constitute a reasonable estimate of and are intended to 2.02 shall constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason Holders’ exclusive monetary remedy for such events, but shall not affect the right of the failure of (i) the Registered Exchange Offer Holders to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementseek injunctive relief.
Appears in 2 contracts
Samples: Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Seaspan CORP)
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers shall Company will pay liquidated damages additional interest on the Notes (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement has not been filed with the Commission and has not become effective on or before the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during one hundred and eightieth (180th) day after the periods specified in this AgreementClosing Date, then, in each casecommencing on the one hundred and eighty first (181st) day after the Closing Date, as of the date any such event occurs, Special Additional Interest shall will accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from beginning on, and including, such one hundred and eighty first (181st) day and 0.50% per annum thereafter;
(b) if the Shelf Registration Statement has become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with (i) a Deferral Period; or (ii) as a result filing a post-effective amendment solely to add additional selling securityholders) at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect, within ten (10) Business Days after the expiration of such Deferral Period) (or, in the case of filing a post-effective amendment solely to add additional selling securityholders, within ten (10) Business Days after the expiration of the ten (10) day period referred to in Section 2(d), subject to the proviso therein), then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following such tenth (10th) Business Day and 0.50% per annum thereafter;
(c) if the Company, through its omission, fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective; or (ii) any Prospectus at the time it is filed with the Commission (or, if later, the effective date of the Shelf Registration Statement), then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes held by such Holder at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following the effective date of such Shelf Registration Statement or the filing of such Prospectus, as applicable, and 0.50% per annum thereafter; and
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i), then, commencing on the day the aggregate duration of Deferral Periods in such period exceeds the number of days permitted in respect of such period, Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the filing and effectiveness of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation of such time as the Registered Exchange Offer applicable Shelf Registration Statement becomes effective and usable for resales (in the case of paragraph (iib) above), or (3) upon the effectiveness of the such time as such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement which had ceased to remain effective and Prospectus in accordance with applicable law (in the case of paragraph (iiic) above). Immediately , (4) upon the cure termination of all the applicable Deferral Period (in the case of paragraph (d) above), or (5) in any case, upon the expiration of the Shelf Registration DefaultsPeriod, the accrual of Special Additional Interest will cease and to accrue on account of the interest rate on the Securities shall revert to the original rate.
applicable Registration Default (b) The parties hereto agree it being understood that the liquidated damages in the form of Special Interest provided for nothing in this Section 8 constitute sentence will prevent Additional Interest from accruing as a reasonable estimate result of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) any other Registration Default during the Shelf Registration StatementPeriod). Any Additional Interest due pursuant to this Section 7 will be payable in cash in the same manner and on the same dates as the stated interest payable on the Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Additional Interest will not accrue on the Notes at a rate that exceeds 0.50% per annum in the aggregate and will not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate will be the higher rate of 0.50% per annum. Notwithstanding anything to the contrary in this Agreement, in no event will Additional Interest accrue on the shares of Common Stock issued upon conversion of the Notes. However, if required herebythere exists a Registration Default with respect to the Registrable Securities on the Maturity Date, then, in addition to any Additional Interest otherwise payable, the Company will make a cash payment to each Holder of any outstanding Note as of the Close of Business on the Business Day immediately before the Maturity Date in an amount equal to five percent (5%) of the principal amount of such Note. For purposes of the preceding sentence, Notes that have been converted with a Conversion Date that is on or after January 15, 2021, and on or before the second (2nd) Business Day immediately preceding the Maturity Date will be considered to be declared effectiveoutstanding. Accordingly, and for the avoidance of doubt, if a Registration Default exists on the Maturity Date, the payment described in the preceding two sentences will be payable on all Notes outstanding as of the Close of Business on the Business Day immediately preceding the Maturity Date and on all Notes converted with a conversion date that is on or after January 15, 2021, and on or before the second (iii2nd) Business Day immediately preceding the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this AgreementMaturity Date.
Appears in 2 contracts
Samples: Registration Rights Agreement (Xtant Medical Holdings, Inc.), Registration Rights Agreement (Xtant Medical Holdings, Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any a Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Company is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 90th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 91st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 91st day and 0.50% per annum thereafter; or
(b) if a Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 181st day and 0.50% per annum thereafter; or
(c) if a Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a new Shelf Registration Statement, a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter;
(1) upon the filing of the Shelf Registration Statement or prospectus supplement (in the case of paragraph (a) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ib) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above), (4) the time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of paragraph (d) above) or (5) the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) hereof to be exceeded (in the case of paragraph (e) above) and (B) the date the related Shelf Registration Statement is no longer required to be kept effective pursuant to the terms of this Agreement. Immediately upon Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the cure next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of all interest. If any Note ceases to be outstanding during any period for which Registration DefaultsDefault Damages are accruing, the accrual of Special Interest Company will cease and prorate the interest Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special Interest provided time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Company will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Section 8 constitute Agreement, in no event shall Registration Default Damages accrue to holders of shares of Common Stock issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a reasonable estimate of time when such Registration Default has occurred and are intended to constitute the sole damages payable under this Agreement is continuing; provided, however, that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer foregoing adjustment shall not be applied more than once to be completed; the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into shares of Common Stock, such Holder shall not be entitled to any compensation with respect to such shares of Common Stock. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Shelf Registration StatementIndenture) relating to the Operating Company’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, if required hereby, to be declared effective, or (iii) accrue on the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)Notes at a per annum rate, in each case the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the extent required by this Agreementrequirement to pay such Registration Default Damages and Additional Interest.
Appears in 2 contracts
Samples: Registration Rights Agreement (Welltower OP LLC), Registration Rights Agreement (Welltower OP LLC)
Registration Defaults. The Company further agrees that, in the event that the Registration Statement (ai) If any of has not been filed by the following events SEC within 45 days after the Closing Date, (eachii) has not been declared effective by the SEC within 90 days after the Closing Date, if the SEC determines not to review the Registration Statement, (iii) has not been declared effective by the SEC within 135 days after the Closing Date, if the SEC determines to review the Registration Statement, or (iv) after the Registration Statement is declared effective by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective, other than, in each case, within the time period(s) permitted by Section 6.8(b) (each such event referred to in clauses (i), (ii) and (iii), (a “Registration Default”)), for any thirty-day period (a “Penalty Period”) during which the Registration Default remains uncured (which initial thirty-day period shall occurcommence on the fifth Business Day after the date of such Registration Default if such Registration Default has not been cured by such date), the Company shall pay in cash to each Purchaser 1% per month of such Purchaser’s aggregate Purchase Price for such Purchaser’s Shares for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Purchaser as set forth herein, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect commencement of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective Penalty Period described above shall be extended until two Business Days following the date of receipt by the Commission on or prior Company of such required information; provided further, that the amount payable to any Holder hereunder for any partial Penalty Period shall be prorated for the date specified number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further, that in no event shall the Company be required to cause such effectiveness under pay to any Purchaser pursuant to this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days Section 6.3 an aggregate amount that exceeds 10% of the date specified aggregate Purchase Price paid by such Purchaser for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratePurchaser’s Shares.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Acorda Therapeutics Inc), Securities Purchase Agreement (Acorda Therapeutics Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any the Exchange Registration Statement required by this Agreement is has not been filed and become effective or been declared effective by the Commission on or prior to the date specified that such Registration Statement is required to cause such effectiveness under become or be declared effective pursuant to Section 2.1 of this Agreement (if the Company files the Exchange Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.9(c) of this Agreement;
, the Company shall be deemed to have not satisfied this clause (i)) (other than as a result of the filing by the Company and the Guarantors of the Debt Securities Resale Registration Statement in accordance with Section 2.2 of this Agreement), (ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer has not been completed within forty-five (45) days after the initial effective date of the Exchange Registration Statement; or
Statement (other than as a result of the filing by the Company and the Guarantors of the Debt Securities Resale Registration Statement in accordance with Section 2.2 of this Agreement), (iii) a Debt Securities Resale Registration Statement has not been filed and become effective or been declared effective by the Commission on or prior to the date that such registration statement is required to be filed or become or be declared effective pursuant to Section 2.2 of this Agreement (if the Shelf Company files a Debt Securities Resale Registration Statement or without affording the Exchange Offer Holders the opportunity to review and comment on the same as required by Section 2.9(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (iii)), (iv) a Debt Securities Resale Registration Statement required by Section 2.2 of this Agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Registrable Debt Securities during the time periods specified in this Agreement, (v) a Debt Securities Resale Registration Statement when declared effective fails to register all of the Registrable Debt Securities, or (vi) the Company and the Guarantors require Holders to refrain from disposing of their Registrable Debt Securities under the circumstances described in Section 2.6 of this Agreement and that suspension period exceeds sixty (60) days in one instance or sixty (60) days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (ix), a “Debt Securities Registration Default”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, the Company and each case, as of the date any such event occurs, Special Interest Guarantors hereby agree that the interest rate borne by the Registrable Debt Securities shall accrue on the Transfer Restricted Securities at a rate of be increased by 0.25% per annum during the 90-day period immediately following the occurrence of the principal amount of Transfer Restricted any Debt Securities outstanding for the first 90 days from Registration Default and including such date; thereafter, the Special Interest will shall increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until all Registration Defaults have been cured(such increase, up to a maximum amount of 0.50“Additional Interest”), but in no event shall Additional Interest exceed 2.00% per annum of the principal amount of the Transfer Restricted Securities outstandingannum. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon Following the cure of all Debt Securities Registration Defaults, the accrual of Special Additional Interest will cease cease. The Company and the interest rate Guarantors shall pay all Additional Interest, if any, in the manner and on the dates specified in the Indenture. The Additional Interest pursuant to this Section 2.4(a) shall constitute the Holders’ exclusive monetary remedy for a Debt Securities Registration Default, but shall revert not affect the right of the Holders to the original rateseek injunctive relief.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of If (i) the Registered Exchange Offer Common Share Resale Registration Statement has not been filed and become effective or been declared effective by the Commission on or prior to the date that such Registration Statement is required to become or be completed; declared effective pursuant to Section 2.3 of this Agreement (if the Company files the Common Share Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.9(c) of this Agreement, the Company shall be deemed to have not satisfied this clause (i)), (ii) the Shelf Common Share Resale Registration Statement, if Statement required hereby, by Section 2.3 of this Agreement is filed and declared effective but thereafter ceases to be declared effectiveeffective or usable in connection with resales of Registrable Shares during the time periods specified in this Agreement, or (iii) the Shelf Common Share Resale Registration Statement when declared effective fails to remain effective register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.6 of this Agreement and that suspension period exceeds sixty (60) days in one instance or sixty (60) days in the prospectus contained therein aggregate during any consecutive 12-month period (each such event referred to remain usablein clauses (i) through (iv), a “Common Share Registration Default” and for purposes of clauses (i), (ii) and (iii), the date on which such Event occurs, and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration Default Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each case such Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the applicable Registration Default shall not have been cured by such date) until the applicable Registration Default is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the extent required product of one percent (1.00%) multiplied by such Holder’s Warrant Amount. If the Company fails to pay any partial liquidated damages pursuant to this AgreementSection 2.4(b) in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of eighteen percent (18%) per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to this Section 2.4(b) shall apply on a daily pro rata basis for any portion of a month prior to the cure of a Registration Default. The partial liquidated damages pursuant to this Section 2.4(b) shall constitute the Holders’ exclusive monetary remedy for such events, but shall not affect the right of the Holders to seek injunctive relief.
Appears in 2 contracts
Samples: Registration Rights Agreement (Seaspan CORP), Registration Rights Agreement (Seaspan CORP)
Registration Defaults. (a) If any of the following events (each, a “Registration DefaultDefaults”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Registrable Securities in respect of the Securities as followssuch Registrable Securities:
(i) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause for such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf any Registration Statement or the Exchange Offer Registration Statement is required by this Agreement has been declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in at any time at which it is required to be effective under this Agreement, then, in each case, except as permitted by Section 4(k); or
(iv) the Registered Exchange Offer is not consummated within 180 days of the date any such event occurs, Special Interest hereof.
(b) Registration Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum during the 75-day period immediately following the occurrence of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from such specified date and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to at the end of each subsequent 9075-day period until all Registration Defaults have been curedperiod, up to a maximum amount of but in no event shall such rate exceed 0.50% per annum of annum; provided, however, that the principal amount of Company shall not be required to pay Registration Default Damages for more than one Registration Default at a time. Registration Default Damages will accrue from and include the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers date on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no which any such accounts have been specified. A Registration Default shall have been cured for purposes hereof occur and to, but excluding, the date on which (1) upon the effectiveness of the Registration Statement (in the case of paragraph clause (i) above), the Registration Statement is filed, (2) upon consummation of the Registered Exchange Offer (in the case of paragraph clause (ii) above), or the Registration Statement is declared effective, (3) upon in the effectiveness case of clause (iii) above, the Registration Statement which had ceased to remain effective or usable is declared effective or usable and (4) in the case of paragraph clause (iiiiv) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf is consummated. Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), Default Damages shall accrue in each case addition to the extent required by this Agreementstated interest on such Registrable Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Lazard Group LLC), Registration Rights Agreement (Lazard Group LLC)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(iia) if the Issuers fail to consummate the Registered Exchange Offer within 30 365 Business Days of following the date specified for such effectiveness with respect to the Exchange Offer Registration StatementClosing Date; or
(iiib) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Registrable Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.501.0% per annum of the principal amount of the Transfer Restricted Registrable Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders Holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iia) above), ) or (32) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiib) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratecease.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (NRG Yield LLC), Registration Rights Agreement (NRG Yield, Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages increased dividends or interest, as the case may be, (the “Special InterestRegistration Default Dividends”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the 120th day following the Closing Date, then commencing on the 120th day after the Closing Date, Registration Default Dividends shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such 121st day and .50% per annum thereafter; or
(b) if the Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 180th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 181st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Dividends shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25181st day and .50% per annum with respect thereafter; or
(c) if the Shelf Registration Statement has been declared effective but ceases to each subsequent 90-be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period, then commencing on the day period until all the Shelf Registration Defaults have been curedStatement ceases to be effective, up to Registration Default Dividends shall accrue on the Registrable Securities at a maximum amount rate of 0.50.25% per annum for the first 90 days from and including such date on which the Shelf Registration Statement ceases to be effective and .50% per annum thereafter; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the principal amount number of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the next scheduled interest payment date to DTC or its nominee by wire transfer day the aggregate duration of immediately available funds or by federal funds check and to holders Deferral Periods in any period exceeds the number of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no days permitted in respect of such accounts have been specified. A period, Registration Default Dividends shall have been cured accrue on the Registrable Securities at a rate of .25% per annum for purposes hereof the first 90 days from and including such date and .50% per annum thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii4) upon the Shelf Registration Statement termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to remain effective be exceeded (and in the prospectus contained therein to remain usablecase of paragraph (d) above), in each case Registration Default Dividends shall cease to the extent required by this Agreementaccrue.
Appears in 2 contracts
Samples: Registration Rights Agreement (Terra Industries Inc), Registration Rights Agreement (Terra Industries Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
Statement (i) if any has not been filed within 30 calendar days after receipt of the Registration Statement required by this Agreement is Request, (ii) has not been declared effective by the Commission on or prior to SEC within 90 calendar days after the date specified to cause such effectiveness under this Agreement;
(ii) Filing Date, if the Issuers fail SEC determines not to consummate the Registered Exchange Offer within 30 Business Days of the date specified for review such effectiveness with respect to the Exchange Offer Registration Statement; or
, (iii) has not been declared effective by the SEC within 120 calendar days after the Filing Date, if the Shelf SEC determines to review such Registration Statement Statement, or the Exchange Offer (iv) after such Registration Statement is declared effective but thereafter by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective effective, other than for the time periods permitted by the last sentence of Section 5.4(c) (each such event referred to in clauses (i), (ii), (iii) and (iv), a “Registration Default “), for any 30-day period or usable in connection with resales portion thereof (a “Penalty Period “) during which the Registration Default remains uncured (which initial 30-day period shall commence on the date of Transfer Restricted Securities during such Registration Default), the periods specified in this Agreement, thenCompany shall promptly pay, in cash, to Pfizer 1% of Pfizer’s aggregate purchase price for Pfizer’s Registrable Securities purchased pursuant to this Agreement for each casePenalty Period during which the Registration Default remains uncured (a “Registration Penalty”); provided, as of however, that if Pfizer fails to provide the date Company with any such event occurs, Special Interest shall accrue on information that is required to be provided in the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum Registration Statement with respect to each subsequent 90Pfizer, then the commencement of the Penalty Period described above shall be extended until two business days following the date of receipt by the Company of such required information from Pfizer; provided further, that the amount payable to Pfizer hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further that in no event shall the Company be required to pay to Pfizer pursuant to this Section 5.3(a) an aggregate amount that exceeds 10% of the aggregate purchase price paid by Pfizer for the Shares. Notwithstanding anything to the contrary contained in this Section 5.3(a), in no event shall the Company be liable to Pfizer for more than one Registration Penalty with respect to the same Registrable Securities during any 30-day period until all Registration Defaults have been curedperiod, up even if more than one event giving rise to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstandingRegistration Penalty occurs during such 30-day period. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest payments provided for in this Section 8 5.3(a) shall constitute a reasonable estimate Pfizer’s exclusive monetary remedy for any Registration Default, but shall not affect the right of and are intended Pfizer to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementseek injunctive relief.
Appears in 2 contracts
Samples: Collaborative Research & License Agreement (Icagen Inc), Purchase Agreement (Icagen Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any neither (x) the Registered Exchange Offer is consummated within 360 days after the Closing Date nor (y) if required, the Shelf Registration Statement required by this Agreement is not declared effective within 450 days of the Closing Date, then Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum on the principal amount of such Transfer Restricted Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the Commission on or prior to beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the date specified to cause such effectiveness aggregate under this Agreement;Section 8 may not exceed 1.0% per annum of the principal amount of such Transfer Restricted Securities; or
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect subject to the Exchange Offer Registration Statement; or
(iiilast sentence of Section 4(k)(i) above, if the Shelf Registration Statement or the Exchange Offer Registration Statement is required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or usable in connection with resales of Transfer Restricted Securities more than 60 days (whether or not consecutive) during the periods specified in this Agreementperiod for which the Shelf Registration Statement is required, then, in each casethen commencing on the 31st day or 61st day, as of applicable, following the date any on which such event occursShelf Registration Statement ceases to be effective, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter31st day or 61st day, as applicable, following the Special Interest will increase date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the such Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), ) and (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(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 Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (CHC Helicopter S.A.), Registration Rights Agreement (CHC Helicopter S.A.)
Registration Defaults. (a) If any Each of the following events shall constitute a registration default (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:):
(i) if any the Shelf Registration Statement required by this Agreement (which may be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not declared effective filed with the SEC, or if an existing Shelf Registration Statement is not designated by the Commission on or prior to Company for the date specified to cause such effectiveness under this Agreementpurpose of registering the resale by the Holders of the Registrable Securities, by the 120th day following the Issue Date;
(ii) if the Issuers fail to consummate Shelf Registration Statement is not declared effective by the Registered Exchange Offer within 30 Business Days SEC (or has not become effective in the case of the date specified for such effectiveness with respect to the Exchange Offer an Automatic Shelf Registration Statement; or) by the 210th day following the Issue Date;
(iii) if a Holder supplies the Questionnaire after the Effective Date or the date after which the Company first makes available an effective Shelf Registration Statement for use by selling security holders, and by the applicable deadline set forth in this Agreement the Company fails to supplement or amend the Shelf Registration Statement, or file a new Shelf Registration Statement or amend the Prospectus, if permitted by applicable law, in order to add such Holder as a selling security holder;
(iv) if the Shelf Registration Statement has been declared or the Exchange Offer Registration Statement is declared becomes effective but thereafter ceases to be effective (without being succeeded immediately by an additional Shelf Registration Statement that is filed and immediately becomes effective) or usable for the resale by the Holders of the Registrable Securities, other than in connection with resales (x) a Suspension Period or (y) as a result of Transfer Restricted Securities a requirement to file a post-effective amendment to the Shelf Registration Statement or supplement or amendment to the Prospectus to make changes to the information regarding selling security holders or the plan of distribution provided for therein, at any time during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease Effectiveness Period and the interest rate on Company does not cure the Securities shall revert lapse of effectiveness or usability within ten Business Days (or, if a Suspension Period is then in effect, within ten Business Days following the expiration of such Suspension Period) by a post-effective amendment to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, a supplement or amendment to the Prospectus or a report filed pursuant to the Exchange Act; provided, however, that such ten Business Day period shall (x) not commence if required hereby, to be declared effectiveas of the first Business Day of such period, or (iiiy) be tolled if at any time during such period, and for so long as, a Holder has not delivered to the Company a Questionnaire or any other information reasonably requested by the Company; or
(v) if the Company through its omission fails to name as a selling security holder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (x) the Shelf Registration Statement to remain at the time it first became effective or (and y) any Prospectus (including any amendment or supplement thereto) at the prospectus contained therein to remain usable), in each case to later of time of filing thereof or the extent required by this Agreementtime the Shelf Registration Statement of which the Prospectus forms a part becomes effective.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sunstone Hotel Partnership, LLC), Registration Rights Agreement (Sunstone Hotel Partnership, LLC)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 60 days from and including such specified date and 0.50% per annum thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 60 days from and including such datespecified date and 0.50% per annum thereafter; thereafteror
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the Special Interest will increase by an additional day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum with respect for the first 60 days from and including such date on which the Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of be effective and 0.50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 2 contracts
Samples: Registration Rights Agreement (Edenor), Registration Rights Agreement (Jabil Circuit Inc)
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the applicable Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement or (which shall be, if the Exchange Offer Company is then a WKSI, an Automatic Shelf Registration Statement) is not filed with the Commission and effective as required under Subsection 2.1(a) hereof, then commencing on October 1, 2020, Registration Default Damages shall accrue on the outstanding principal amount of the Notes, at a rate per annum equal to 0.25% of the outstanding principal amount of the Notes to, and including, the 90th day following such Registration Default, increasing by 0.25% per annum every 90 days thereafter to a maximum of 2.00% per annum; or
(b) if the Shelf Registration Statement is has been declared or becomes effective but thereafter ceases to be effective or usable for the offer and sale of the Common Stock constituting Registrable Securities, other than (i) in connection with resales a Deferral Period or (ii) as a result of Transfer Restricted Securities a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the periods specified Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 30 days (or, if a Deferral Period is then in this Agreementeffect and subject to the ten Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Subsection 2.1(c) with respect to any stockholder or noteholder questionnaire received during such period, thenwithin 30 days following the expiration of such Deferral Period or period permitted pursuant to Subsection 2.1(c)), in each casethen commencing on the day following such thirtieth day, as of the date any such event occurs, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Securities outstanding principal amount of the Notes at a rate per year equal to 0.25% of the outstanding principal amount of the Notes to, and including, the 90th day following such Registration Default, increasing by 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first every 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up thereafter to a maximum amount of 0.502.00% per annum of annum; or
(c) if the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (so named in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of the time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then commencing on the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, Registration Default Damages shall accrue on the outstanding principal amount of the Notes held by such Holder at a rate per year equal to remain effective 0.25% of the outstanding principal amount of the Notes to, and including, the 90th day following such Registration Default, increasing by 0.25% per annum every 90 days thereafter to a maximum of 2.00% per annum; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Subsection 2.4(r) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate per year equal to 0.25% of the outstanding principal amount of the Notes to, and including, the prospectus contained therein 90th day following such Registration Default, increasing by 0.25% per annum every 90 days thereafter to remain usable)a maximum of 2.00% per annum; provided, that the Registration Default Damages rate on the Notes shall not exceed in each case the aggregate 2.00% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default at separate rates per annum, then the Registration Default Damages rate shall be the highest rate per annum of the applicable Registration Defaults. Other than the obligation of the Company to pay Registration Default Damages in accordance with this Section 3, the extent required by this AgreementCompany will not have any liability for Damages with respect to a Registration Default. If a Registration Default occurs after a Holder has converted its Notes into, Common Stock, such Holder shall not be entitled to any compensation with respect to such Common Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Sunnova Energy International Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 90th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 91st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 91st day and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 181st day and 0.50% per annum thereafter; or
(c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any post-effective amendment to the Shelf Registration Statement or any Prospectus required hereunder at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or post-effective amendment or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaults, paragraph (d) above) (5) upon the accrual termination of Special Interest will cease and the interest rate Deferral Period that caused the limit on the Securities shall revert aggregate duration of Deferral Periods in a period set forth in Section 3(i) to the original rate.
be exceeded (b) The parties hereto agree that the liquidated damages in the form case of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of paragraph (ie) the Registered Exchange Offer to be completed; (iiabove) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii6) upon the date the Shelf Registration Statement is no longer required to remain effective (be kept effective, the Registration Default Damages shall cease to accrue. Any amounts of Registration Default Damages due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Notes shall not exceed in the aggregate 0.50% per annum and the prospectus contained therein to remain usable)shall not be payable under more than one clause above for any given period of time. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the Indenture) by 3% for each case to the extent required by this Agreement$1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Samples: Registration Rights Agreement (Corporate Office Properties Trust)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if the Registered Exchange Offer required by this Agreement or, pursuant to the Initial Notes Registration Rights Agreement, the Registered Exchange Offer (as defined in the Initial Notes Registration Rights Agreement) with respect to the Initial Notes is not completed on or prior to the date specified for such completion in this Agreement and the Initial Notes Registration Rights Agreement, then Registration Default Damages shall accrue on the Registrable Securities (as defined herein and in the Initial Notes Registration Rights Agreement) at a rate of 0.25% per annum for the first 60 days from and including such specified date and 0.50% per annum thereafter; or
(b) if any Shelf Registration Statement required by this Agreement or the Initial Notes Registration Rights Agreement is not declared effective by the Commission on or prior to the date specified by which best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if Agreement and the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Initial Notes Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Rights Agreement, thenthen commencing on the day after such specified date, in each case, as of the date any such event occurs, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Registrable Securities (as defined herein and in the Initial Notes Registration Rights Agreement) at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 60 days from and including such datespecified date and 0.50% per annum thereafter; thereafteror
(c) if any Shelf Registration Statement required by this Agreement or the Initial Notes Registration Rights Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the Special Interest will increase by an additional day such Shelf Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities (as defined herein and in the Initial Notes Registration Rights Agreement) at a rate of 0.25% per annum with respect for the first 60 days from and including such date on which the Shelf Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of be effective and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness completion of the Registered Exchange Offer (as defined herein and in the Initial Notes Registration Statement Rights Agreement) (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (as defined herein and in the Initial Notes Registration Rights Agreement) (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Shelf Registration Statement (as defined herein and in the Initial Notes Registration Rights Agreement) which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. Immediately upon Further to the cure foregoing and for the avoidance of all Registration Defaultsdoubt, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration StatementCompany agrees that, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this it shall become obligated to pay Registration Default Damages (as defined herein and in the Initial Notes Registration Rights Agreement) in respect of the Initial Notes or the Securities, it shall pay Registration Default Damages (as defined herein and in the Initial Notes Registration Rights Agreement) in respect of both the Initial Notes and the Securities.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as followsIf:
(i) if any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day following the Closing Date; or
(ii) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 180th day following the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration StatementClosing Date; or
(iii) if the Company has failed to perform its obligations set forth in Section 2(e)within the time required therein; or
(iv) any post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(e) has not become effective under the Securities Act on or prior to the Amendment Effectiveness Deadline Date; or
(v) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (in each case except as the result of filing a post-effective amendment solely to add additional selling securityholders); (each such event referred to in the foregoing clauses (i) through (v), a "Registration Default"), the Company hereby agrees to pay liquidated damages ("Liquidated Damages") with respect to the Registrable Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day after the end of the Shelf Registration Statement or Period and (2) the Exchange Offer day on which the Registration Statement is declared effective but thereafter ceases Default has been cured:
(A) in respect of the Registrable Securities that are Securities, to each holder thereof, (x) with respect to the first 90-day period during which a Registration Default shall have occurred and be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, thencontinuing, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% an amount per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by year equal to an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.50% of the principal amount of the Securities; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and
(B) in respect of Registrable Securities that are shares of Common Stock issued upon conversion of the Securities, to each holder thereof, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, in an amount per year equal to 0.25% of the principal amount of the converted Securities and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to 0.50% of the principal amount of the converted Securities; provided, however, that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities.
(b) All accrued Special Interest will Liquidated Damages shall be paid in arrears to Record Holders by the Issuers Company on the next scheduled interest payment date to DTC or its nominee each Damages Payment Date by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specifiedcheck. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon Following the cure of all Registration DefaultsDefaults relating to any particular Securities or share of Common Stock, the accrual of Special Interest Liquidated Damages with respect to such Securities or share of Common Stock will cease and cease. All obligations of the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for Company set forth in this Section 8 constitute a reasonable estimate of and 7 that are intended outstanding with respect to constitute any Registrable Securities at the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer time such security ceases to be completed; (ii) the Shelf Registration Statement, if required hereby, a Registrable Security shall survive until such time as all such obligations with respect to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), such Registrable Security shall have been satisfied in each case to the extent required by this Agreementfull.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such specified date and shall increase by .25% per annum each 90 days thereafter so long as such Registration Statement is not filed with the Commission, up to a maximum of 1.00%; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will specified date and shall increase by an additional 0.25.25% per annum with respect to each subsequent 90-day period until all 90 days thereafter so long as such Registration Defaults have been curedStatement is not declared effective by the Commission, up to a maximum amount of 0.501.00%; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective and shall increase by .25% per annum each 90 days thereafter so long as such Registration Statement ceases to be effective, up to a maximum of 1.00%; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any a Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Company is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 90th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 91st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 91st day and 0.50% per annum thereafter; or
(b) if a Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 181st day and 0.50% per annum thereafter; or
(c) if a Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a new Shelf Registration Statement, a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Shelf Registration Statement or prospectus supplement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (ib) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) hereof to be exceeded (in the case of paragraph (e) above), the accrual Registration Default Damages shall cease to accrue. Any amounts of Special Interest Registration Default Damages due pursuant to this Section 7 will cease and be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special Interest provided time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Section 8 constitute Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a reasonable estimate of time when such Registration Default has occurred and are intended to constitute the sole damages payable under this Agreement is continuing; provided, however, that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer foregoing adjustment shall not be applied more than once to be completed; the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into Common Shares, such Holder shall not be entitled to any compensation with respect to such Common Shares. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Shelf Registration StatementIndenture) relating to the Operating Partnership’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, if required hereby, to be declared effective, or (iii) accrue on the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)Notes at a per annum rate, in each case the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the extent required by this Agreementrequirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Samples: Registration Rights Agreement (Kite Realty Group Trust)
Registration Defaults. (a) If Additional payments ("ADDITIONAL PAYMENTS") with respect to the Units shall be assessed as follows if any of the following events occur (each, each such event in clauses (i) through (iii) below being herein called a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:"REGISTRATION DEFAULT"):
(i) if any either a Mandatory Shelf Registration Statement required by this Agreement is has not been (A) filed with the Commission before May 15, 2006 or (B) declared effective by the Commission on within 180 days of the filing thereof (provided that (x) if a majority of the Independent Directors (as defined in the Amended and Restated Agreement of Limited Partnership of the Partnership) determine in good faith that causing the Mandatory Shelf Registration Statement to comply with the requirements as to acquired company financial statements included in Section 3-05 and Article 11 of Regulation S-X under the Securities Act would materially impede, delay or prior interfere with a proposed acquisition, then the date required for effectiveness of the Mandatory Shelf Registration Statement may be extended for not more than 60 days, and (y) in such event, the Partnership has given notice of such determination to the date specified to cause such effectiveness under this AgreementHolders five days after it is made);
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness Partnership fails, with respect to a Holder that supplies a Notice and Questionnaire described in Section 2(a)(iii), to cause an amendment to the Exchange Offer already effective Mandatory Shelf Registration StatementStatement to be filed or, if permitted by the Commission, to prepare a Prospectus supplement to such Mandatory Shelf Registration Statement and distribute such supplement to Holders, in each case within the time period set forth in Section 2(a)(iii) to name such Holder as an additional selling securityholder; or
(iii) if any Mandatory Shelf Registration Statement is declared effective by the Commission but (A) a Mandatory Shelf Registration Statement thereafter ceases to be effective during the period contemplated by Section 2(a)(i) or (B) as specified in Section 5(a), a Mandatory Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter Prospectus ceases to be effective or usable in connection with resales of Transfer Restricted Securities Registrable Units during the periods specified herein and the Partnership fails to (1) cure such Mandatory Shelf Registration Statement within five business days by a post-effective amendment or a report filed pursuant to the Exchange Act or (2) if applicable, terminate the suspension period described in this Agreement, then, in each case, as Section 5(a) by the 60th day. Each of the date foregoing will constitute a Registration Default whatever the reason for any such event occurs, Special Interest and whether it is voluntary or involuntary or is beyond the Partnership's control or pursuant to operation of law or as a result of any action or inaction by the Commission.
(b) Additional Payments shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days Units from and including the date on which any such date; thereafter, Registration Default occurs to but excluding the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until date on which all such Registration Defaults have been cured, up at the rate of $0.085 per Unit ($0.17 with respect to a maximum amount of 0.50% Registration Defaults under Section 7(a)(i)(A)) per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers (subject to adjustment for splits, recombinations and similar matters); provided, however, that in no event shall Additional Payments accrue on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A any Units for more than one Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (at any one time, and in the case of paragraph a Registration Default the Partnership's obligation to pay Additional Payments extends only to the affected Registrable Units. Except as described in Section 7(c), other than the obligation to pay Additional Payments, the Partnership will have no other liabilities for monetary damages with respect to its registration obligations. With respect to each Holder, the Partnership's obligations to pay Additional Payments remain in effect only so long as the securities held by the Holder are Registrable Units.
(i) above)Notwithstanding any other provision of this Agreement, (2) upon consummation if the Holders Mandatory Registration Statement is not filed within 240 days of the Registered date hereof, in lieu of the right to receive Additional Payments, the Holders may appoint a majority of the GP's Board of Directors (the "BOARD"). The Partnership must provide notice of such failure to file the Registration Statement within 245 days of the date hereof to the ten Holders hereunder having the greatest "beneficial ownership" (as defined under Section 13d-3 and 13d-5 under the Exchange Offer (Act) of Registrable Units. Such Holders may serve on a committee to propose individuals to serve on the Board. The Holders who elect to serve on such committee shall meet within 255 days of the date hereof to nominate individuals to serve on the Board. The committee's vote shall be made based on the number of Units the applicable members "beneficially own." Committee meetings may be in the case of paragraph person or telephonically.
(ii) above), or (3) upon the effectiveness If members of such committee beneficially own greater than 50% of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration DefaultsRegistrable Units, the accrual members of Special Interest will cease and such committee having beneficial ownership of greater than 50% of the interest rate Registrable Units may directly appoint the members of the Board. If members of such committee holding greater than 50% of the Registrable Units cannot agree on Board members, within 15 days of the date of the nomination of individuals to serve on the Securities Board, the GP shall revert deliver proxies to Holders as of the original rate.
(b) The parties hereto agree that 240th day after the liquidated damages date hereof who shall vote on such nominees. Such Holders may act with respect to such matters in person or by proxy. It shall take the form approval of Special Interest provided for a majority of the Holders of Registrable Units present in this Section 8 person or by proxy to select Board members. Holders beneficially owning greater than 50% of the Registrable Units may also act by written consent. If an insufficient number of individuals receive the affirmative vote of the majority of the Registrable Units to constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason majority of the failure of (i) the Registered Exchange Offer Board, then no members shall be elected and Additional Payments shall continue to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementdue.
Appears in 1 contract
Samples: Registration Rights Agreement (Legacy Reserves L P)
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers shall Company will pay liquidated damages additional interest on the Notes (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement has not been filed with the Commission and become effective on or before the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective two hundred and tenth (210th) day after the Closing Date, or usable such later date allowed by the limited exception described in connection with resales of Transfer Restricted Securities during the periods specified in this AgreementSection 2(a) above, then, in each case, as of the date any such event occurs, Special then Additional Interest shall will accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from beginning on, and including, the two hundred and eleventh (211th) day after the Closing Date or the day after such later date allowed by the limited exception provided in Section 2(a) above, and 0.50% per annum thereafter; provided, however, if Additional Interest has not otherwise begun to accrue pursuant to this Section 7(a) and the Shelf Registration Statement has not become effective by February 1, 2022, then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days beginning on, and including, February 1, 2022, and 0.50% per annum thereafter;
(b) if the Shelf Registration Statement has become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with (i) a Deferral Period; or (ii) as a result filing a post-effective amendment solely to add additional selling securityholders) at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect, within ten (10) Business Days after the expiration of such Deferral Period) (or, in the case of filing a post-effective amendment solely to add additional selling securityholders, within ten (10) Business Days after the expiration of the ten (10) day period referred to in Section 2(c), subject to the proviso therein), then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following such tenth (10th) Business Day and 0.50% per annum thereafter;
(c) if the Company, through its omission, fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective; or (ii) any Prospectus at the time it is filed with the Commission (or, if later, the effective date of the Shelf Registration Statement), then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes held by such Holder at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following the effective date of such Shelf Registration Statement or the filing of such Prospectus, as applicable, and 0.50% per annum thereafter; and
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then, commencing on the day the aggregate duration of Deferral Periods in such period exceeds the number of days permitted in respect of such period, Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the filing and effectiveness of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation of such time as the Registered Exchange Offer applicable Shelf Registration Statement becomes effective and usable for resales (in the case of paragraph (iib) above), or (3) upon the effectiveness of the such time as such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement which had ceased to remain effective and Prospectus in accordance with applicable law (in the case of paragraph (iiic) above). Immediately , (4) upon the cure termination of all the applicable Deferral Period (in the case of paragraph (d) above), or (5) in any case, upon the expiration of the Shelf Registration DefaultsPeriod, the accrual of Special Additional Interest will cease to accrue on account of the applicable Registration Default (it being understood that nothing in this sentence will prevent Additional Interest from accruing as a result of any other Registration Default during the Shelf Registration Period). Any Additional Interest due pursuant to this Section 7 will be payable in cash in the same manner and the interest rate on the Securities shall revert same dates as the stated interest payable on the Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the original rate.
(b) The parties hereto agree Company will prorate the Additional Interest payable with respect to such Note. Additional Interest will not accrue on the Notes at a rate that the liquidated damages exceeds 0.50% per annum in the form aggregate and will not be payable under more than one clause above for any given period of Special time, except that if Additional Interest provided for in this Section 8 constitute would be payable because of more than one Registration Default, but at a reasonable estimate rate of 0.25% per annum under one Registration Default and are intended to constitute at a rate of 0.50% per annum under the sole damages other, then the Additional Interest rate will be the higher rate of 0.50% per annum. In no event will the Additional Interest payable under this Agreement Agreement, together with any special interest payable under the Indenture, accrue on any date on a Note at a combined rate per annum that will be suffered by Holders of Securities by reason of exceeds 0.50%. Notwithstanding anything to the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)contrary in this Agreement, in each case no event will Additional Interest accrue on the shares of Common Stock issued upon conversion of Notes For avoidance of doubt, no Registration Default or other default under or failure to comply with any provision of this Agreement will result in a default under the extent required by this AgreementIndenture.
Appears in 1 contract
Samples: Registration Rights Agreement (Shift Technologies, Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay additional interest on the outstanding principal amount of the New Bonds as liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities New Bonds in respect of the Securities New Bonds as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the New Bonds at a rate of.25% per annum for the first 60 days from and including such specified date and .50% per annum thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities New Bonds at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 60 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25specified date and .50% per annum with respect thereafter; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to each subsequent 90-be effective at any time at which it is required to be effective under this Agreement, then commencing on the day period until all the Registration Defaults have been curedStatement ceases to be effective, up to Registration Default Damages shall accrue on the New Bonds at a maximum amount rate of 0.50.25% per annum for the first 60 days from and including such date on which the Registration Statement ceases to be effective and .50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. Immediately upon Any Registration Default Damages will be the cure exclusive remedy (monetary or otherwise) available to any Holder of all Registration Defaultsthe New Bonds with respect to any of the events referred to in clauses (a), the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form and (c) of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement8.
Appears in 1 contract
Samples: Registration Rights Agreement (Southern California Edison Co)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and shall increase by 0.25% per annum each 90 days thereafter so long as such Registration Statement is not filed with the Commission, up to a maximum of 1.00%; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which commercially reasonable efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will specified date and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all 90 days thereafter so long as such Registration Defaults have been curedStatement is not declared effective by the Commission, up to a maximum amount of 0.501.00%; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum each 90 days thereafter so long as such Registration Statement ceases to be effective, up to a maximum of 1.00%; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (additional interest on the Notes ( “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this AgreementApril 30, then2007, in each casethen commencing on May 1, as of the date any such event occurs2007, Special Additional Interest shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including May 1, 2007 and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th day following the Closing Date, then commencing on the 271st day after the Closing Date, Additional Interest shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 271st day and 0.50% per annum thereafter; or
(c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within 10 Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (d) above), (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (f) above), or (6) in any case, notwithstanding the preceding clauses (1) through (5), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(c), Additional Interest shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the accrual of Special Company will prorate the Additional Interest will cease and the interest payable with respect to such Note. The Additional Interest rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special time, except that if Additional Interest provided for would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)Agreement, in no event shall Additional Interest accrue to holders of Common Shares issued upon exchange of Notes. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the Indenture) by 3% for each case to the extent required by this Agreement$1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Samples: Registration Rights Agreement (First Industrial Lp)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 120th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 121st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 121st day and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 210th day following the Closing Date, then commencing on the 211th day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 211th day and 0.50% per annum thereafter; or
(c) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (e) above), the accrual Registration Default Damages shall cease to accrue. Any amounts of Special Interest Registration Default Damages due pursuant to this Section 7 will cease and be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Securities Notes shall revert not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Agreement, in no event shall Registration Default Damages accrue to holders of Common Stock issued upon exchange of Notes. In lieu thereof, the Company shall increase the Exchange Rate (as defined in the Indenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Indenture) relating to a Reporting Event of Default (as defined in the Indenture), accrue on the Notes at a per annum rate, in the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the original raterequirement to pay such Registration Default Damages and Additional Interest.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Extra Space Storage Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 300 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuers have consummated or will consummate a Registered Exchange Offer, if the Issuers are required by this Agreement to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 300th day following the date specified for the filing of such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement is required or the Exchange Offer requested pursuant to Section 3(a), then Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase specified date and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the Transfer Restricted Securities outstanding. All accrued Special Interest will last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be paid by effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the Issuers period for which the Shelf Registration Statement is required, then commencing on the next scheduled interest payment 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A be effective, Registration Default Damages shall have been cured accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for purposes hereof the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (ii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(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 Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i), (ii) or (iii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Nalco Energy Services Equatorial Guinea LLC)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day following the date of original issuance of the Securities, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and 0.50% per annum thereafter;
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 195th day following the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of original issuance of the date Securities, then commencing on the day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; specified date and 0.50% per annum thereafter;
(c) if neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective on or prior to the 225th day following the date of original issuance of the Securities, Registration Default Damages shall accrue on the Special Interest will increase by an additional Registrable Securities at a rate of 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of for the first 90 days from and including such specified date and 0.50% per annum thereafter; or
(d) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective and 0.50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (ib) above), (23) upon the consummation of the Registered Exchange Offer or the effectiveness of the Shelf Registration Statement (in the case of paragraph (iic) above), or (34) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiid) above), Registration Default Damages shall cease to accrue. Immediately upon At no time will the cure aggregate of all any such Registration Defaults, the accrual of Special Interest will cease and the interest Default Damages accrue at a rate on the Securities shall revert to the original rategreater than 0.50% per annum.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Brinker International Inc)
Registration Defaults. (a) If any Each of the following events (each, shall constitute a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required (which may be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not filed with the Commission, or if an existing shelf registration statement is not designated by this Agreement the Company for the purpose of registering the Securities, within 120 days following the Closing Date;
(b) if the Shelf Registration Statement is not declared effective by the Commission on (or prior to has not become effective in the date specified to cause such effectiveness under this Agreementcase of an Automatic Shelf Registration Statement) within 210 days following the Closing Date;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiic) if the Shelf Registration Statement has been declared or the Exchange Offer Registration Statement is declared become effective but thereafter ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with resales (A) a Deferral Period or (B) as a result of Transfer Restricted Securities a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding Selling Securityholders or the plan of distribution provided for therein at any time during the periods specified Shelf Registration Period) and the Company does not cure the lapse of effectiveness or usability within either (i) ten Business Days, or (ii) if a Deferral Period is then in this Agreement, then, effect and subject to the 15 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum Section 2(e) with respect to each subsequent 90-day any Notice and Questionnaire received during such period, ten Business Days following the expiration of such Deferral Period or period until all Registration Defaults have been cured, up permitted pursuant to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) aboveSection 2(e), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(bd) The parties hereto agree if the Company through its omission fails to name as a Selling Securityholder any Holder that the liquidated damages had complied timely with its obligations hereunder in the form of Special Interest provided for a manner to entitle such Holder to be so named in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; Shelf Registration Statement at the time it first became effective, or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement, if required hereby, to be declared Statement of which the Prospectus forms a part becomes effective, or (iii) if permitted, an Exchange Act filing or post-effective amendment; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof; provided, however, that a Registration Default will be deemed to end upon the day before the earlier of (i) the day on which such Registration Default has been cured or waived, and (ii) the date the Shelf Registration Statement is no longer required to remain be kept effective for the Underlying Shares; provided, however, if a Registration Default occurs and is continuing during a period of time that the Notes are exchangeable for Underlying Shares, liquidated damages consisting solely of additional interest ("Liquidated Damages") will be paid to those entitled to interest payments on such dates semi-annually in arrears on each interest payment date and will accrue at a rate per year equal to (i) 0.25% of the prospectus contained therein outstanding principal amount of the Notes to remain usable)and including the 90th day following such registration default, in each case and (ii) 0.50% of the outstanding principal amount of the Notes from and after the 91st day following such Registration Default. In no event will any additional interest on the Notes exceed 0.50% per year. No Liquidated Damages will be paid on any Note after it has been exchanged for Underlying Shares. If a Note ceases to be outstanding during any period for which additional interest is accruing, the Liquidated Damages to be paid with respect to that Note will be prorated. The occurrence and continuance of a Registration Default shall not have any effect on the Partnership's rights with respect to the extent required by this AgreementSecurities under the Indenture, including but not limited to its right to redeem the Securities pursuant to the Indenture.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and shall increase by 0.25% per annum each 90 days thereafter so long as such Registration Statement is not filed with the Commission, up to a maximum of 1.00%; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will specified date and shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all 90 days thereafter so long as such Registration Defaults have been curedStatement is not declared effective by the Commission, up to a maximum amount of 0.501.00%; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective and shall increase by 0.25% per annum each 90 days thereafter so long as such Registration Statement ceases to be effective, up to a maximum of 1.00%; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. If:
(a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 180th day following the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of original issuance of the date specified for such effectiveness with respect to Securities, neither the Exchange Offer Registration StatementStatement nor the Shelf Registration Statement has been filed with the Commission; or
(iiib) if on or prior to the 240th day following the date of original issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective; or
(c) on or prior to the 45th business day after the Exchange Offer Registration Statement is declared effective but effective, the Registered Exchange Offer has not been consummated; or
(d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to the exceptions contained in this Agreement) in connection with resales of Transfer Restricted the Securities or New Securities in accordance with and during the periods specified in this Agreement; (each such event referred to in clauses (a) through (d), thena “Registration Default”), in each casethe Company shall pay liquidated damages (“Registration Default Damages”) to the Holders of the Securities or New Securities, as of the date any such event occurs, Special Interest case may be. Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase date of a Registration Default (which rate shall be increased by an additional 0.25% per annum with respect to for each subsequent 90-day period that such Registration Default Damages continue to accrue, provided that the rate of such Registration Default Damages may in no event exceed 1.00% per annum) until all such Registration Defaults have been cured; provided, up to a maximum amount of 0.50% per annum however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (ib) above), (23) upon the consummation of the Registered Exchange Offer (in the case of paragraph (iic) above), or (34) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiid) above). Immediately upon the cure of , Registration Default Damages shall cease to accrue, but only if all Registration DefaultsDefaults have been cured. Notwithstanding any provision herein to the contrary, the accrual amount of Special Interest will cease and the interest rate on the Securities Registration Default Damages shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason not increase because more than one of the failure of (icircumstances described in Section 8(a)-(d) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (has occurred and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementis pending.
Appears in 1 contract
Samples: Registration Rights Agreement (Talecris Biotherapeutics Holdings Corp.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 270th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 271st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Debentures, at a rate of 0.25% per annum for the first 90 days from and including such 271st day and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 270th day following the Closing Date, then commencing on the 271st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Debentures, at a rate of 0.25% per annum for the first 90 days from and including such 271st day and 0.50% per annum thereafter; or
(c) if the Shelf Registration Statement has been declared or become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Debentures held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Debentures at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (f) above), the accrual Registration Default Damages shall cease to accrue. Any amounts of Special Interest Registration Default Damages due pursuant to this Section 7 will cease and be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Debenture ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Debenture. The Registration Default Damages rate on the Securities Debentures shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special Interest provided for time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)Agreement, in no event shall Registration Default Damages accrue to holders of Common Shares issued upon exchange of Debentures. In lieu thereof, the Company shall increase the Conversion Rate (as defined in the Indenture) by 3% for each case to the extent required by this Agreement$1,000 principal amount of Debentures exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
Samples: Registration Rights Agreement (Digital Realty Trust, Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of ..25% per annum for the first 60 days from and including such specified date and .50% per annum thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 60 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25specified date and .50% per annum with respect thereafter; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to each subsequent 90-be effective at any time at which it is required to be effective under this Agreement, except as a result of the exercise by the Company of its right to suspend use of a Shelf Registration Statement and the released Prospectus pursuant to Section 4(k)(ii) hereof, then commencing on the day period until all the Registration Defaults have been curedStatement ceases to be effective, up to Registration Default Damages shall accrue on the Registrable Securities at a maximum amount rate of 0.50.25% per annum for the first 60 days from and including such date on which the Registration Statement ceases to be effective and .50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (ib) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii4) upon the Shelf Securities or New Securities becoming freely tradable under the Securities Act, Registration Statement Default Damages shall cease to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementaccrue.
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers Company shall pay liquidated damages additional interest on the Notes (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement has not been filed with the Commission and become or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each caseeffective, as of the date any such event occurscase may be, Special on or prior to the 180th day after the Closing Date, then commencing on the 181st day after the Closing Date, Additional Interest shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including the 181st day after the Closing Date and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (i) a Deferral Period or (ii) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to any Notice and Questionnaire received during such period, within 10 Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(d)), then Additional Interest shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(c) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.thereafter;
Appears in 1 contract
Samples: Registration Rights Agreement (Gramercy Property Trust Inc.)
Registration Defaults. (a) If any of The Company further agrees that, in the following events (each, a “event that the Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
Statement (i) if any Registration Statement required by this Agreement is has not been filed with the SEC and declared effective by within 30 days after the Commission on Closing Date or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if after the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter by the SEC, is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementeffective, thenother than, in each case, as of within the time period(s) permitted by Section 6.7(b) (each such event referred to in clauses (i) and (ii), a "Registration Default"), for any thirty-day period (a "Penalty Period") during which the Registration Default remains uncured (which initial thirty-day period shall commence on the fifth Business Day after the date any of such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including Registration Default if such Registration Default has not been cured by such date; thereafter), the Special Interest will increase Company shall pay in cash to each Purchaser 1% of such Purchaser's aggregate Purchase Price for such Purchaser's Registrable Securities then held by an additional 0.25% per annum such Purchaser that are not then permitted to be sold pursuant to the Registration Statement for each Penalty Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to each subsequent 90-day period until all Registration Defaults have been curedsuch Purchaser as set forth herein, up to a maximum amount of 0.50% per annum then the commencement of the principal Penalty Period with respect to such Purchaser described above shall be extended until such time as the Company fails to comply with Section 6.4(k); provided further, that the amount payable to any Holder hereunder for any partial Penalty Period shall be prorated for the number of actual days during such Penalty Period during which a Registration Default remains uncured; and provided further, that in no event shall the Company be required to pay to any Purchaser pursuant to this Section 6.3 an aggregate amount that exceeds 10% of the Transfer Restricted Securities outstanding. All accrued Special Interest will be aggregate Purchase Price paid by such Purchaser for such Purchaser's Registrable Securities. The amount set forth above shall be the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately exclusive monetary remedy available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Holders of Registrable Securities for each Registration Default shall have been cured for purposes hereof (1) upon the effectiveness or a breach of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of also constitutes a Registration Default (i) the Registered Exchange Offer to be completed; (ii) the Shelf or would constitute a Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usableDefault except for Section 6.7(b), in each case to the extent required by this Agreement).
Appears in 1 contract
Samples: Securities Purchase Agreement (Euronet Worldwide Inc)
Registration Defaults. Additional interest (a"Additional Interest") If with respect to the Registrable Securities shall be assessed as follows if any of the following events occur (each, each such event in clauses (a) through (f) being herein called a “"Registration Default”"):
(a) shall occur, then the Issuers shall pay liquidated damages (Exchange Offer Registration Statement is not filed with the “Special Interest”) Commission on or prior to the Holders of Securities in respect 90th day following the Closing Date; or
(b) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 180th day following the Closing Date; or
(c) the Registered Exchange Offer is not consummated on or prior to the 60th day following the effectiveness of the Securities as follows:Exchange Offer Registration Statement; or
(id) if any Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement; or
(e) any Shelf Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause for such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiif) if the Shelf any Registration Statement or the Exchange Offer Registration Statement is required by this Agreement has been declared effective but such Registration Statement thereafter ceases to be effective, or is unusable for its intended purpose, without being succeeded within 45 Business Days by post-effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementamendment to such Registration Statement or, thenan additional Registration Statement, in each case, as of the date any such event occurs, Special filed and declared effective. Additional Interest shall accrue on the Transfer Restricted Registrable Securities at a rate (and on the Company's Pledged Bonds (as defined in the Indenture) pledged under the Indenture with respect to such Securities) over and above the interest set forth in the title of 0.25% per annum of the principal amount of Transfer Restricted such Securities outstanding for the first 90 days from and including the date on which any such date; thereafter, Registration Default shall occur to but excluding the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until date on which all such Registration Defaults have been cured, up to at a maximum amount rate (the "Additional Interest Rate") of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall the Additional Interest Rate exceed 0.50% per annum of the principal amount of the Transfer Restricted Securities outstandingannum. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon Following the cure of all Registration Defaults, the accrual of Special Additional Interest will cease and the interest rate on the Securities shall revert to the original ratecease.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(iia) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business 365 Days of following the date specified for such effectiveness with respect to the Exchange Offer Registration StatementClosing Date; or
(iiib) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Registrable Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.501.0% per annum of the principal amount of the Transfer Restricted Registrable Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders Holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iia) above), ) or (32) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiib) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original ratecease.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Clearway Energy LLC)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) a. if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 60 days from and including such specified date and .50% per annum thereafter;
b. if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which commercially reasonable efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 60 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25specified date and .50% per annum with respect thereafter; or
c. if any Registration Statement required by this Agreement has been declared effective but ceases to each subsequent 90-be effective at any time at which it is required to be effective under this Agreement, then commencing on the day period until all the Registration Defaults have been curedStatement ceases to be effective, up to Registration Default Damages shall accrue on the Registrable Securities at a maximum amount rate of 0.50.25% per annum for the first 60 days from and including such date on which the Registration Statement ceases to be effective and ..50% per annum thereafter; provided that this clause (c) will not apply during any suspension of the principal amount Registration Statement pursuant to Section 3(b)(ii)(x) or (y), provided, however, that (1) upon the filing of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by Registration Statement (in the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer case of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease to accrue and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Merge Healthcare Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as followsIf:
(i) if any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the 90th day following the Closing Date; or
(ii) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 180th day following the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration StatementClosing Date; or
(iii) if the Company has failed to perform its obligations set forth in Section 2(e)(i) within the time required therein; or
(iv) any post-effective amendment to a Shelf Registration Statement filed pursuant to Section 2(e) has not become effective under the Securities Act on or prior to the Exchange Offer Registration Statement is declared effective but thereafter ceases Amendment Effectiveness Deadline Date; or
(v) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, Section 3(i) hereof (in each case, case except as the result of the date any filing a post-effective amendment solely to add additional selling securityholders); (each such event occursreferred to in the foregoing clauses (i) through (v), Special Interest shall accrue on a “Registration Default”), the Transfer Restricted Company hereby agrees to pay liquidated damages (“Liquidated Damages”) with respect to the Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafterthe day following the Registration Default to but excluding the day on which the Registration Default has been cured:
(A) in respect of the Registrable Securities that are Securities, to each holder thereof, (x) with respect to the Special Interest will increase by first 90-day period during which a Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. and (y) with respect to the period commencing on the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to an additional 0.50% of the principal amount of the Securities; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the principal amount of the Securities; and
(B) in respect of Registrable Securities that are shares of Common Stock issued upon conversion of the Securities, to each holder thereof, (x) with respect to the first 90-day period in which a Registration Default shall have occurred and be continuing, in an amount per year equal to 0.25% of the principal amount of the converted Securities and (y) with respect to the period commencing the 91st day following the day the Registration Default shall have occurred and be continuing, in an amount per year equal to 0.50% of the principal amount of the converted Securities; provided, however, that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the principal amount of the converted Securities.
(b) All accrued Special Interest will Liquidated Damages shall be paid in arrears to Record Holders by the Issuers Company on the next scheduled interest payment date to DTC or its nominee each Damages Payment Date by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.funds
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur (each, each a “Registration Default”) shall occur), then the Issuers Company shall pay liquidated damages (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:follows (it being agreed that the Company will have no other liabilities for monetary damages with respect to any of the following events):
(ia) if any the Company has not designated an effective Shelf Registration Statement required by this Agreement the 180th day following the Closing Date, then if the Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
180th day following the Closing Date (ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if or the Shelf Registration Statement has not automatically become effective pursuant to Rule 462(e) upon a filing made on or prior to such 180th day), then commencing on the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during 181st day after the periods specified in this AgreementClosing Date, then, in each case, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date181st day and 0.50% per annum thereafter; thereafteror
(b) if the Shelf Registration Statement has been declared effective but ceases to be effective (other than pursuant to Section 3(i) hereof) at any time during the Shelf Registration Period and we do not cure the Shelf Registration Statement within five Business Days by a post-effective amendment or a report filed pursuant to the Act, then commencing on the Special day following the fifth Business Day after the Shelf Registration Statement ceases to be effective, Additional Interest will increase by an additional shall accrue on the Registrable Securities at a rate of 0.25% per annum with respect for the first 90 days from and including such date on which the Shelf Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of be effective and 0.50% per annum thereafter; or
(c) if the aggregate duration of Deferral Periods in any period exceeds the principal amount number of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the next scheduled interest payment day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof 0.50% per annum thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately , or (4) upon the cure termination of all Registration Defaults, the accrual of Special Interest will cease and Deferral Period that caused the interest rate limit on the Securities aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), Additional Interest shall revert cease to accrue; and provided further that in no event will Additional Interest, together with any additional interest that accrues pursuant to Section 6.13 of the original rateIndenture, accrue on the Debentures at a rate per annum exceeding 1.00%.
(bd) The parties hereto agree that In no event will Additional Interest be payable in connection with a Registration Default relating to a failure to register the liquidated damages Common Stock deliverable upon a conversion of the Debentures. For the avoidance of doubt, in the form case of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case Default with respect to the extent required by this AgreementDebentures included in the Registrable Securities, Additional Interest shall be payable in connection with such Registration Default with respect to such Debentures.
Appears in 1 contract
Samples: Registration Rights Agreement (Nuance Communications, Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then (x) the Issuers Guarantor agrees that it shall pay the amounts described below as liquidated damages (on the “Special Interest”) Debentures to the Holders thereof and (y) the Trust agrees that it shall pay corresponding amounts as liquidated damages on the then-outstanding Registrable Securities to the holders thereof (in each case, the "Registration Default Damages"):
(a) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Debentures at a rate of Securities in respect 0.25% per annum of the liquidation amount of the then-outstanding Registrable Securities as follows:until such filing occurs;
(ib) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities Debentures at a rate of 0.25% per annum of the principal amount then-outstanding Registrable Securities until such Registration Statement is declared effective; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Debentures at a rate of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount then-outstanding Registrable Securities until such Registration Statement becomes effective or ceases to be required hereunder; provided, however, that (1) upon the filing of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by Registration Statement (in the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer case of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. Immediately upon the cure of all The Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for Default Damages set forth in this Section 8 constitute a reasonable estimate of and are intended to constitute shall be the sole damages payable under this Agreement that will be suffered by Holders and exclusive remedy available to holders of Debentures or Securities by reason as a consequence of the failure occurrence of any of the events described in paragraphs (ia) the Registered Exchange Offer to be completed; through (iic) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementabove.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers and the Guarantors shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement is declared effective, within, in each case, 375 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) notwithstanding that the Issuers and the Guarantors have consummated or will consummate a Registered Exchange Offer, if the Issuers and the Guarantors are required by this Agreement to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 375th day following the date specified for the filing of such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement is required or the Exchange Offer requested pursuant to Section 3(a), then Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase specified date and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(iii) subject to the Transfer Restricted Securities outstanding. All accrued Special Interest will last sentence of Section 4(k)(ii) above, if the Shelf Registration Statement required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be paid by effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or more than 60 days (whether or not consecutive) during the Issuers period for which the Shelf Registration Statement is required, then commencing on the next scheduled interest payment 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A be effective, Registration Default Damages shall have been cured accrue on the Registrable Securities at a rate of 0.25% per annum of the principal amount of such Registrable Securities for purposes hereof the first 90 days from and including such 31st day or 61st day, as applicable, following the date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (ii) above), or ) and (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The Issuers and the Guarantors shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; or (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Media USA, LLC)
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers Company shall pay liquidated damages additional interest on the Notes (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement has not been filed with the Commission and become effective (whether upon such filing if the Company is then a Well-Known Seasoned Issuer or upon declaration by the Exchange Offer Registration Statement Commission if the Company is declared effective but thereafter ceases not then a Well-Known Seasoned Issuer) on or prior to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement180th day after the Closing Date, thenthen commencing on the 181st day after the Closing Date, in each case, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including the 181st day after the Closing Date and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (i) a Deferral Period or (ii) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to any Notice and Questionnaire received during such period, within 10 Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(d)) then Additional Interest shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(c) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Xxxxxx, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the filing and effectiveness (whether upon such filing or otherwise) of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation of such time as the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiib) above). Immediately , (3) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (c) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in 3(i) to be exceeded (in the case of paragraph (d) above), or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the accrual of Special Company will prorate the Additional Interest will cease and the interest payable with respect to such Note. The Additional Interest rate on the Securities Notes shall revert not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Agreement, in no event shall interest, including Additional Interest, accrue to holders of shares of Company Common Stock issued upon exchange of Notes. In lieu thereof, the Operating Partnership shall increase the Exchange Rate (as defined in the Indenture) by 3% for each $1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing. If a Registration Default occurs after a Holder has exchanged Notes, such Holder will not be entitled to the original rate.
(b) The parties hereto agree that the liquidated damages increase in the form of Special Interest provided for Exchange Rate specified in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementpreceding sentence.
Appears in 1 contract
Registration Defaults. The Company further agrees that, in the event that (ai) If any of the following events S-1 Registration Statement has not been filed with the SEC within 30 days after the Closing Date, (eachii) the S-1 Registration Statement has not been declared effective by the Required S-1 Effectiveness Date or (iii) after the Registration Statement is declared effective by the SEC, it is suspended by the Company or ceases to remain continuously effective as to all Registrable Securities for which it is required to be effective, other than, in each case, within the time period(s) permitted by Section 6.8(b) (each such event referred to in clauses (i), (ii) and (iii), a “Registration Default”), for any thirty-day period (a “Registration Default Period”) during which the Registration Default remains uncured, the Company shall occurpay in cash to each Purchaser 1% of such Purchaser’s aggregate Purchase Price for such Purchaser’s Registrable Securities then held by such Purchaser that are not then permitted to be sold pursuant to the Registration Statement for each Registration Default Period during which the Registration Default remains uncured; provided, however, that if a Purchaser fails to provide the Company with any information that is required to be provided in the Registration Statement with respect to such Purchaser as set forth herein, then the Issuers commencement of the Registration Default Period with respect to such Purchaser described above shall be extended until such time as the Company fails to comply with Section 6.5(k); provided further, that the amount payable to any Holder hereunder for any partial Registration Default Period shall be prorated for the number of actual days during such Registration Default Period during which a Registration Default remains uncured; and provided further, that in no event shall the Company be required to pay liquidated damages (to any Purchaser pursuant to this Section 6.4 an aggregate amount that exceeds 10% of the “Special Interest”) aggregate Purchase Price paid by such Purchaser for such Purchaser’s Registrable Securities. The amount set forth above shall be the exclusive monetary remedy available to the Holders of Registrable Securities in respect of the Securities as follows:
(i) if for any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rateDefault.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (EPIX Pharmaceuticals, Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as followsIf:
(i) if any the Initial Registration Statement required by this Agreement is not filed with the Commission on or prior to the 18th calendar day following the Closing Date; or
(ii) the Initial Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 130th calendar day following the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration StatementClosing Date; or
(iii) if the Shelf Company does not execute the Underwriting Agreement with respect to the Initial Registration Statement when required or does not comply with the Exchange Offer Registration Statement is declared effective but thereafter ceases agreements or satisfy the conditions set forth in Sections 5(a), 5(b), 5(d), 5(e), 5(g), 6(a) (excluding the portion of Section 6(a) prior to be effective or usable the words "if filing"), 6(b), 6(c), 6(d), 6(e), 6(f), 6(g), 6(h), 6(i), 6(j) and 6(k) of the Underwriting Agreement entered into in connection with resales the Initial Registration Statement; provided that such events shall constitute a Registration Default (as defined below) only if such events have not been cured by the 130th calendar day following the Closing Date, and then such Registration Default shall be deemed to begin on such 130th day; and provided, further, for the avoidance of Transfer Restricted Securities during doubt, any such Registration Default shall only exist until such default is cured; and provided, further, to the periods specified extent any such failure to comply with such agreements or satisfy such conditions relates to deficiencies in this the Registration Statement (or changes in circumstances after the Registration Statement has become effective), such failure may be cured through the filing of appropriate amendments or supplements to such Registration Statement and entering into a new Underwriting Agreement (so long as the foregoing agreements and conditions are met with respect to the new Underwriting Agreement); (each such event referred to in the foregoing clauses (i) through (iii), thena "Registration Default"), the Company hereby agrees to pay liquidated damages ("Liquidated Damages") with respect to the Notes from and including the day following the Registration Default to but excluding the earlier of (1) the day two years following the Closing Date and (2) the day on which the Registration Default has been cured:
(A) in the case of the Registration Default set forth in clause (i) above, to each Holder cash in an amount per month equal to 0.25% of the accreted principal amount of the Notes (such Liquidated Damages to accrue daily and be paid monthly); and
(B) in the case of the Registration Defaults set forth in clauses (ii) and (iii) above, to each Holder cash, (x) with respect to the 60-day period following the occurrence of such a Registration Default, in an amount per month equal to 0.25% of the accreted principal amount of the Notes and (y) with respect to the period commencing the 61st day following the occurrence of such Registration Default, in an amount per month equal to 0.50% of the accreted principal amount of the Notes; provided, however, that in no event shall Liquidated Damages accrue at a rate per month exceeding 0.50% of the accreted principal amount of the Notes (in each case, as of the date any such event occurs, Special Interest Liquidated Damages to accrue daily and be paid monthly).
(b) Liquidated Damages shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstandingdaily. All accrued Special Interest will Liquidated Damages shall be paid in arrears to Record Holders by the Issuers Company on the next scheduled interest payment date to DTC or its nominee each Damages Payment Date by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specifiedcheck. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon Following the cure of all Registration Defaults, the further accrual of Special Interest Liquidated Damages with respect to all Notes will cease and the interest rate cease. All Liquidated Damages shall be computed on the Securities shall revert to the original ratebasis of a 360-day year composed of twelve 30-day months.
(bc) Notwithstanding the foregoing, in lieu of paying any Liquidated Damages in cash, the Company may elect to add such Liquidated Damages to the principal amount of the Notes pursuant to the terms of the Indenture at a rate equal to:
(A) in the case of the Registration Default set forth in clause (a)(i) above, 0.375% per month of the accreted principal amount of the Notes (such Liquidated Damages to accrete daily and compound monthly); and
(B) in the case of the Registration Defaults set forth in clauses (a)(ii) and (a)(iii) above, (x) with respect to the 60-day period following the occurrence of such a Registration Default, 0.375% per month of the accreted principal amount of the Notes and (y) with respect to the period commencing the 61st day following the occurrence of such Registration Default, 0.75% per month of the accreted principal amount of the Notes; provided, however, that in no event shall Liquidated Damages accrete at a rate per month exceeding 0.75% of the accreted principal amount of the Notes (in each case, such Liquidated Damages to accrete daily and compound monthly).
(d) If the Company makes the election described in clause (c) above, such Liquidated Damages shall accrete daily and shall be added to the accreted principal amount of the Notes on each Damages Payment Date.
(e) The parties hereto agree that the liquidated damages in the form of Special Interest Liquidated Damages provided for in this Section 8 7 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will may be suffered incurred by Holders of Securities by reason of a Registration Default and that such Liquidated Damages are the failure only monetary damages available to Holders with respect to a Registration Default.
(f) Liquidated Damages shall only be payable in the event of (i) a Registration Default with respect to the Registered Exchange Offer to be completed; (ii) the Shelf Initial Registration Statement, if required hereby, to . In no event shall any Liquidated Damages be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case payable with respect to the extent Registration Statements required by this Agreementpursuant to Section 3 hereof.
Appears in 1 contract
Samples: Share Loan Registration Rights Agreement (Charter Communications Inc /Mo/)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 270th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 271st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 271st day and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 300th day following the Closing Date, then commencing on the 301st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 301st day and 0.50% per annum thereafter; or
(c) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iib) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (e) above), the accrual Registration Default Damages shall cease to accrue. Any amounts of Special Interest Registration Default Damages due pursuant to this Section 7 will cease and be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special Interest provided time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Partnership will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Section 8 constitute Agreement, in no event shall Registration Default Damages accrue to holders of Common Stock issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a reasonable estimate of time when such Registration Default has occurred and are intended to constitute the sole damages payable under this Agreement is continuing; provided, however, that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer foregoing adjustment shall not be applied more than once to be completed; the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into Common Stock, such Holder shall not be entitled to any compensation with respect to such Common Stock. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Shelf Registration StatementIndenture) relating to the Operating Partnership’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, if required hereby, to be declared effective, or (iii) accrue on the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)Notes at a per annum rate, in each case the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the extent required by this Agreementrequirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Samples: Registration Rights Agreement (Extra Space Storage Inc.)
Registration Defaults. (a) If any Each of the following events (each, shall constitute a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required (which may be, if the Company is then a WKSI, an Automatic Shelf Registration Statement) is not filed with the Commission, or if an existing shelf registration statement is not designated by this Agreement the Company for the purpose of registering the Securities, within 60 days following the Closing Date;
(b) if the Shelf Registration Statement is not declared effective by the Commission on (or prior to has not become effective in the date specified to cause such effectiveness under this Agreementcase of an Automatic Shelf Registration Statement) within 150 days following the Closing Date;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiic) if the Shelf Registration Statement has been declared or the Exchange Offer Registration Statement is declared becomes effective but thereafter ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with resales (A) a Deferral Period or (B) as a result of Transfer Restricted Securities a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding Selling Securityholders or the plan of distribution provided for therein at any time during the periods specified Shelf Registration Period) and the Company does not cure the lapse of effectiveness or usability within either (i) ten Business Days or (ii) if a Deferral Period is then in this Agreement, then, effect and subject to the 15 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum Section 2(e) with respect to each subsequent 90-day any Notice and Questionnaire received during such period, ten Business Days following the expiration of such Deferral Period or period until all Registration Defaults have been cured, up permitted pursuant to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) aboveSection 2(e), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.; or
(bd) The parties hereto agree if the Company through its omission fails to name as a Selling Securityholder any Holder that the liquidated damages had complied timely with its obligations hereunder in the form of Special Interest provided for a manner to entitle such Holder to be so named in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; Shelf Registration Statement at the time it first became effective, or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement, if required hereby, to be declared Statement of which the Prospectus forms a part becomes effective, or (iii) if permitted, an Exchange Act filing or post-effective amendment; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof; provided, however, that a Registration Default will be deemed to end upon the day before the earlier of (i) the day on which such Registration Default has been cured or waived, and (ii) the date the Shelf Registration Statement is no longer required to remain be kept effective for the Underlying Shares; and provided, further however, if a Registration Default occurs and is continuing during a period of time that the Notes are exchangeable for Underlying Shares, liquidated damages consisting solely of additional interest (“Liquidated Damages”) will be paid to those entitled to interest payments on such dates semi-annually in arrears on each interest payment date and will accrue at a rate per year equal to (i) 0.25% of the prospectus contained therein outstanding principal amount of the Notes to remain usable)and including the 90th day following such registration default, in each case and (ii) 0.50% of the outstanding principal amount of the Notes from and after the 91st day following such Registration Default. In no event will any additional interest on the Notes exceed 0.50% per year. No Liquidated Damages will be paid on any Note after it has been exchanged for Underlying Shares. If a Note ceases to be outstanding during any period for which additional interest is accruing, the Liquidated Damages to be paid with respect to that Note will be prorated. The occurrence and continuance of a Registration Default shall not have any effect on the Issuer’s rights with respect to the extent required by this AgreementSecurities under the Indenture, including but not limited to its right to redeem the Securities pursuant to the Indenture.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any a Shelf Registration Statement required by this Agreement (which shall be, if the Company is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) or a prospectus supplement to an effective Shelf Registration Statement of the Company is not declared effective by filed with the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 90th day following the Issuers fail to consummate Closing Date, then commencing on the Registered Exchange Offer within 30 Business Days of 91st day after the date specified for such effectiveness with respect to the Exchange Offer Closing Date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 91st day and 0.50% per annum thereafter; or
(b) if a Shelf Registration Statement is not declared effective by the Commission (or has not become effective in the case of an Automatic Shelf Registration Statement) on or prior to the 180th day following the Closing Date, then commencing on the 181st day after the Closing Date, Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 181st day and 0.50% per annum thereafter; or
(c) if a Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (A) a Deferral Period or (B) as a result of a requirement to file a new Shelf Registration Statement, a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect and subject to the 20 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten (10) Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)) then Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or
(d) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) a Shelf Registration Statement at the time it first became effective or (ii) any Prospectus, including a prospectus supplement for a “shelf takedown” pursuant thereto, at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Shelf Registration Statement or prospectus supplement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Shelf Registration Statement (in the case of paragraph (ib) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiic) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) hereof to be exceeded (in the case of paragraph (e) above), the accrual Registration Default Damages shall cease to accrue. Any amounts of Special Interest Registration Default Damages due pursuant to this Section 7 will cease and be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Registration Default Damages are accruing, the Company will prorate the Registration Default Damages payable with respect to such Note. The Registration Default Damages rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special Interest provided time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the Company’s obligation to pay Registration Default Damages in accordance with this Section 7, neither the Company nor the Operating Company will have any liability for damages with respect to a Registration Default. Notwithstanding any provision in this Section 8 constitute Agreement, in no event shall Registration Default Damages accrue to holders of Common Stock issued upon exchange of Notes. In lieu thereof, the Exchange Rate (as defined in the Indenture) shall be increased by 3.00% for each $1,000 principal amount of Notes exchanged at a reasonable estimate of time when such Registration Default has occurred and are intended to constitute the sole damages payable under this Agreement is continuing; provided, however, that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer foregoing adjustment shall not be applied more than once to be completed; the same $1,000 principal amount of Notes and (ii) if a Registration Default occurs after a Holder has exchanged its Notes into Common Stock, such Holder shall not be entitled to any compensation with respect to such Common Stock. In no event shall Registration Default Damages, together with Additional Interest (as defined in the Shelf Registration StatementIndenture) relating to the Operating Company’s failure to comply with its obligations as set forth in Section 4.06(b) of the Indenture, if required hereby, to be declared effective, or (iii) accrue on the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)Notes at a per annum rate, in each case the aggregate, in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the extent required by this Agreementrequirement to pay such Registration Default Damages and Additional Interest.
Appears in 1 contract
Samples: Registration Rights Agreement (Colony Capital, Inc.)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company and the Guarantors shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 60 days from and including such specified date and .50% per annum thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 60 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25specified date and .50% per annum with respect thereafter; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to each subsequent 90-be effective at any time at which it is required to be effective under this Agreement, then commencing on the day period until all the Registration Defaults have been curedStatement ceases to be effective, up to Registration Default Damages shall accrue on the Registrable Securities at a maximum amount rate of 0.50.25% per annum for the first 60 days from and including such date on which the Registration Statement ceases to be effective and .50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(i) if any neither (x) the Registered Exchange Offer is consummated within 720 days after the Closing Date nor (y) if required, the Shelf Registration Statement required by this Agreement is not declared effective within 810 days of the Closing Date, then Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum on the principal amount of such Transfer Restricted Securities for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the Commission on or prior to beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the date specified to cause such effectiveness aggregate under this Agreement;Section 8 may not exceed 1.0% per annum of the principal amount of such Transfer Restricted Securities; or
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect subject to the Exchange Offer Registration Statement; or
(iiilast sentence of Section 4(k)(i) above, if the Shelf Registration Statement or the Exchange Offer Registration Statement is required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or usable in connection with resales of Transfer Restricted Securities more than 60 days (whether or not consecutive) during the periods specified in this Agreementperiod for which the Shelf Registration Statement is required, then, in each casethen commencing on the 31st day or 61st day, as of applicable, following the date any on which such event occursShelf Registration Statement ceases to be effective, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of such Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter31st day or 61st day, as applicable, following the Special Interest will increase date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the such Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), ) and (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(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 Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such specified date and shall increase by an additional .25% per annum for each 90-day period thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness in accordance with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, thenthen commencing on the day after such date, in each case, as of the date any such event occurs, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will date and shall increase by an additional 0.25.25% per annum with respect to for each subsequent 90-day period until all thereafter;
(c) if neither (i) any Registered Exchange Offer required by this Agreement is consummated by the Company nor (ii) any Registration Defaults have Statement required by this Agreement has been cureddeclared effective on or prior to the 240th day after the date of the original issuance of the Securities, up to then commencing on the day after such specified date, Registration Default Damages shall accrue on the Registrable Securities at a maximum amount rate of 0.50.25% per annum for the first 90 days from and including such specified date and shall increase by an additional .25% per annum for each 90-day period thereafter; or
(d) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective or usable at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of .25% per annum for the first 90 days from and including such specified date and shall increase by an additional .25% per annum for each 90-day period thereafter. provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (ib) above), (23) upon the consummation of the Registered Exchange Offer in accordance with the terms of this Agreement (in the case of paragraph (iic) above), or ) (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiid) above). Immediately upon , Registration Default Damages shall cease to accrue, and in no event shall the cure of all rate for Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages Default Damages exceed 1.00% per annum in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason aggregate, regardless of the failure number of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementregistration defaults.
Appears in 1 contract
Samples: Registration Rights Agreement (Constar International Inc)
Registration Defaults. The Issuers and the Initial Purchaser agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages 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 any of the following events (each, a “Registration Default”) shall occurRegistered Exchange Offer is not completed on or prior to the 360th day after the Issue Date, then commencing on the Issuers day after such date, Additional Interest shall pay liquidated damages (accrue on the “Special Interest”) to the Holders of Securities in respect principal amount of the Securities as follows:at a rate of 0.25% per annum for the first 90 days immediately following each date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Statement and (i) if any such Shelf Registration Statement is not filed with the Commission by the date required by this Agreement Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 60th day following the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementwas filed, then, in each casecommencing on the day after either such required date, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted principal amount of the Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including immediately following such date; thereafter, the Special such Additional Interest will increase rate increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until period; or
(c) 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 one year anniversary of its effective date prior to all Securities covered by the Shelf Registration Defaults Statement have been curedsold, up to a maximum amount of 0.50% per annum of then Additional Interest shall accrue on the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by at a rate of 0.25% per annum for the Issuers first 90 days commencing on the next scheduled interest payment date day such Shelf Registration Statement ceases to DTC or its nominee be effective, such Additional Interest rate increasing by wire transfer an additional 0.25% per annum at the beginning of immediately available funds or by federal funds check each subsequent 90-day period; (each such event referred to in (a), (b) and to holders of certificated notes by wire transfer to (c), a “Registration Default”), provided, however, that the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall have been cured for purposes hereof the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation completion of the Registered Exchange Offer (in the case of paragraph clause (iia) above), (2) upon the filing of the Shelf Registration Statement (in the case of clause (b)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph clause (iii) abovec)above). Immediately upon the cure of all Registration Defaults, the accrual of Special Additional Interest will cease and the interest rate on the Securities shall revert to as a result of such clause (or the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usablerelevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in each case to cash on the extent required by this Agreementsame original interest payment dates as the Securities.
Appears in 1 contract
Registration Defaults. (a) If Each event described in any of the following events clauses (each, i) through (iv) is individually referred to herein as a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any so required to be filed pursuant to Section 1(a), the Shelf Registration Statement required by this Agreement is has not declared effective by the Commission been filed on or prior to the December 24, 2007, as such date specified may be extended pursuant to cause such effectiveness under this AgreementSection 2(h)(iii);
(ii) if the Issuers fail so required to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect be declared effective pursuant to the Exchange Offer Registration Statement; or
(iii) if Section 1(a), the Shelf Registration Statement or the Exchange Offer Registration Statement is has not been declared effective but thereafter ceases under the Securities Act on or prior to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this AgreementMarch 24, then, in each case2008, as of the such date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect may be extended pursuant to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) aboveSection 2(h)(iii), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.;
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement shall cease to remain be effective during the Shelf Registration Period; or
(iv) (A) the aggregate duration of any Deferral Period arising from an event described in Section 2(h)(iii) exceeds 60 days, (B) the aggregate duration of all Deferral Periods arising from events described in Section 3(h)(iii) exceeds 90 days in any 12-month period or (C) a Deferral Period arising from an event described in Section 3(h)(iii) is invoked more than twice in any 12-month period.
(b) Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the prospectus contained therein to remain usablenext date on which there are no Registration Defaults that have occurred and are continuing (a “Damages Accrual Period”), the Company shall pay, as liquidated damages and not as a penalty, to Holders of record of Registrable Shares included (or proposed to be included, if not filed or effective) in the Shelf Registration Statement an amount (the “Liquidated Damages”) accruing, for each case day in the Damages Accrual Period, with respect to a Registration Default applicable to the extent required Shelf Registration Statement, in respect of any share of Hybrid Preferred Stock, at a rate equal to 0.50% per annum of the Liquidation Preference then in effect for the first 90-day period from (and including) the date of such Registration Default, and thereafter for each subsequent 90-day period at an additional rate of 0.25% of the Liquidation Preference then in effect for each subsequent 90-day period (the “Liquidated Damages Rate”). Liquidated Damages shall accrue from and including the date of the applicable Registration Default to (but excluding) the date on which all Registration Defaults have been cured; provided, that Liquidated Damages shall not exceed a maximum rate of 2.00% per annum of the Liquidation Preference then in effect (the “Maximum Rate”). Notwithstanding the foregoing, no Liquidated Damages shall cumulate as to any Registrable Share from and after the earlier of (x) the date such security is no longer a Registrable Share and (y) expiration of the Shelf Registration Period.
(c) The Liquidated Damages shall cumulate from the first day of the applicable Damages Accrual Period, and shall be payable in cash on each Damages Payment Date during the Damages Accrual Period to the Holder of record of the Registrable Shares on the Record Date immediately preceding the applicable Damages Payment Date (and on the Damages Payment Date next succeeding the end of the Damages Accrual Period if the Damages Accrual Period does not end on a Damages Payment Date) to the Holders of record of the Registrable Shares as of the date that such Damages Accrual Period ends.
(d) Subject to Section 6(e), the parties agree that the sole monetary damages payable for any Registration Default shall be the Liquidated Damages. The parties further agree that the Liquidated Damages provided for in this Section 5 constitute a reasonable estimate of the monetary damages that may be incurred by Holders of Registrable Shares by reason of any Registration Default.
(e) Notwithstanding anything contained in this Agreement to the contrary, the Company acknowledges and affirms that in the event of its breach of this Agreement, the Liquidated Damages may be inadequate and the Holders may have no adequate remedy at law. Accordingly, the Company agrees that the Holders shall have the right, in addition to any other rights and remedies existing in its favor, to enforce their rights and the obligations hereunder of the Company not only by an action or actions for Liquidated Damages, but also by an action or actions for specific performance, injunctive and/or other equitable relief.
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Registration Defaults. The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages 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 thereof):
(a) If any of the following events (each, a “Exchange Offer Registration Default”Statement is required by Section 2(a) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
hereof and (i) if any such Exchange Offer Registration Statement required by this Agreement is not filed with the Commission on or prior to the Outside Date or (ii) such Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of 60th calendar day following the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during was filed, then commencing on the periods specified in this Agreementday after either such date, then, in each case, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted principal amount of the Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including immediately following each date, such date; thereafter, the Special Additional Interest will increase rate increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all period; or
(b) the Issuers are required by Section 3(a) hereof to file a Shelf Registration Defaults have been curedStatement and (i) such Shelf Registration Statement is not filed with the Commission by the date required by Section 3(b) hereof or (ii) such Shelf Registration Statement is not declared effective by the Commission on or prior to the 60th day following the date such Shelf Registration Statement was filed, up to a maximum amount of 0.50% per annum of then, commencing on the day after either such required date, Additional Interest shall accrue on the principal amount of the Transfer Restricted Securities outstanding. All accrued Special at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest will rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or
(c) (i) 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 35th day after the date on which the Exchange Offer Registration Statement was declared effective or (ii) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be paid effective at any time prior to the one year anniversary of its effective date prior to all Securities ceasing to be Registrable Securities or all Registrable Securities covered by the Issuers Shelf Registration Statement have been sold, then Additional Interest shall accrue on the next scheduled interest payment date principal amount of the Registrable 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 (i) above, or (y) the day such Shelf Registration Statement ceases to DTC or its nominee be effective, in the case of (ii) above, such Additional Interest rate increasing by wire transfer an additional 0.25% per annum at the beginning of immediately available funds or by federal funds check each subsequent 90-day period; (each such event referred to in (a), (b) and to holders of certificated notes by wire transfer to (c), a “Registration Default”), provided, however, that the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Additional Interest rate on the Securities shall not accrue under more than one Registration Default at any one time and at no time shall have been cured for purposes hereof the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the effectiveness filing of the Exchange Offer Registration Statement (in the case of paragraph clause (ia)(i) above) or upon the effectiveness of the Exchange Offer Registration Statement (in the case of clause (a)(ii) above), (2) upon consummation the filing of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph clause (iib)(i) above) or upon the effectiveness of the Shelf Registration Statement (in the case of clause (b)(ii) above), or (3) upon the exchange of Exchange Securities for all Registrable Securities tendered (in the case of clause (c) (i) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph clause (iiic)(ii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Additional Interest will cease and the interest rate on the Securities shall revert to as a result of such clause (or the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usablerelevant subclause thereof), as the case may be, shall cease to accrue. Any amounts of Additional Interest due as a result of a Registration Default shall be payable in each case to cash on the extent required by this Agreementsame original interest payment dates as the Securities.
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Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Issuer shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities the applicable Security in respect of the Securities applicable Security as follows:
(ia) if any Registration Statement required by this Agreement is not filed or designated with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such specified date; thereafter, the Special Interest such rate will increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until all period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Defaults have Statement required by this Agreement has been cureddeclared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, up then commencing on the day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a maximum amount rate of 0.500.25% per annum for the first 90 days from and including such date on which the Registration Statement ceases to be effective; such rate will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(d) if the Registered Exchange Offer has not been consummated within 240 days of the principal amount Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and will increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; provided, however, that (1) upon the filing or designation of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by Registration Statement (in the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer case of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (ib) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately , or (4) upon the cure consummation of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (iiin the case of paragraph (d) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usableabove), in each case Registration Default Damages shall cease to accrue. Notwithstanding any provision herein to the extent required by this Agreementcontrary, Registration Default Damages shall not accrue on any Security that is no longer a Registrable Security, nor shall the amount of Registration Default Damages increase because more than one of the circumstances described in Section 8(a)-(d) has occurred and is pending.
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Registration Defaults. (aA) Notwithstanding any other provision of this Agreement, the Company shall not be required to make any filing, amendment or supplement or cause, maintain or pursue any registration or effectiveness, or co-operate in furtherance thereof, if it determines in good faith that such action would be injurious or detrimental to its interests or business; provided that such determination shall not affect the rights of Holders of Securities pursuant to Section 8(B) hereof.
(B) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and 0.50% per annum thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such datespecified date and 0.50% per annum thereafter; thereafteror
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the Special Interest will increase by an additional day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum with respect for the first 90 days from and including such date on which the Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of be effective and 0.50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Registration Default Damages shall cease to accrue. Immediately upon Notwithstanding any other provision of this Agreement, Registration Default Damages shall be the cure exclusive monetary remedy for failure to register the exchange or resale of all Securities or to maintain effectiveness thereof or for any Registration DefaultsDefault, provided that if liquidated damages are deemed unenforceable, the accrual of Special Interest will cease and the interest rate on the Securities Holders shall revert be entitled to the original rate.
(b) The parties hereto agree that the liquidated monetary damages in an equivalent amount. In no event shall the form Company be required to pay Registration Default Damages in excess of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf 0.50% per annum, whether or not multiple Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this AgreementDefaults exist.
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Registration Defaults. The Issuers agree to pay, jointly and severally, as liquidated damages, additional interest on the Senior Notes (“Additional Interest”) if:
(a) If any on or prior to the 367th day after the Closing Date, the Issuers have not exchanged New Securities for all Securities tendered in accordance with the terms of a Registered Exchange Offer;
(b) on or prior to the following events (each367th day after the Closing Date, a “Shelf Registration Default”) shall occurStatement has not been declared effective, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:if applicable; or
(ic) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is has been declared effective but thereafter ceases to be effective or usable at any time at which it is required to be effective under this Agreement (each such event referred to in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementclauses (a) through (c) a “Registration Default”), then, in each case, as except during any suspension of the date availability of the Shelf Registration and any such event occursrelated Prospectus pursuant to Section 5(k)(ii), Special Additional Interest shall will accrue on the Transfer Restricted principal amount of the applicable series of Securities (in addition to the stated interest on the applicable set of Securities) at a rate of 0.25% 0.25 percent per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest (which rate will increase be increased by an additional 0.25% 0.25 percent per annum with respect to for each subsequent 90-day period until during which such Additional Interest continues to accrue; provided that the rate at which such Additional Interest accrues may in no event exceed 0.50 percent per annum) commencing on (x) the 368th day after the date of this Agreement, in the cases of subsections (a) and (b) above, or (y) the day on which such Shelf Registration Statement ceases to be effective, in the case of subsection (c) above; provided, however, that upon the exchange of New Securities for all Registration Defaults have been curedSecurities tendered (in the case of subsection (a) above), up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the a Shelf Registration Statement (in the case of paragraph subsection (ib) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph subsection (iiic) above), Additional Interest on such Securities as a result of such subsection shall cease to accrue. Immediately upon Any amounts of Additional Interest due will be payable on the cure of all Registration Defaults, same original interest payment dates as interest on the accrual of Special Senior Notes is payable. Such Additional Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages be payable in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute additional Senior Notes if the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case then applicable interest rate thereon exceeds 10.375% with respect to the extent required by this AgreementSenior Notes.
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Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Companies shall pay liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities in respect of the Securities as follows:
(i) if any (a) neither (x) the Registered Exchange Offer is completed, nor (y) if required, the Shelf Registration Statement required is declared effective, within, in each case, 270 days of the Closing Date, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum on the principal amount of such Registrable Securities for the first 90 days from and including such specified date and increasing by this Agreement is not declared effective by an additional 0.25% per annum at the Commission on or prior to beginning of each subsequent 90-day period thereafter; provided that Registration Default Damages in the date specified to cause such effectiveness aggregate under this Agreement;Section 8 may not exceed 1.0% per annum of the principal amount of such Registrable Securities; or
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect subject to the Exchange Offer Registration Statement; or
(iiilast sentence of Section 4(k)(i) above, if the Shelf Registration Statement or the Exchange Offer Registration Statement is required by Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than 30 consecutive days or usable in connection with resales of Transfer Restricted Securities more than 60 days (whether or not consecutive) during the periods specified in this Agreementperiod for which the Shelf Registration Statement is required, then, in each casethen commencing on the 31st day or 61st day, as of applicable, following the date any on which such event occursShelf Registration Statement ceases to be effective, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted such Registrable Securities outstanding for the first 90 days from and including such date; thereafter31st day or 61st day, as applicable, following the Special Interest will increase date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum with respect to at the beginning of each subsequent 90-day period until all thereafter; provided that Registration Defaults have been cured, up to a maximum amount of 0.50Default Damages in the aggregate under this Section 8 may not exceed 1.0% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof Registrable Securities; provided, however, that upon (1) upon the effectiveness completion of the Registration Statement Exchange Offer (in the case of paragraph (i) above), ) and (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of paragraph (iiiii) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(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 Registration Default Damages are required to be paid and within one Business Day after such Registration Default Damages cease to accrue. Any amounts of Registration Default Damages due pursuant to paragraphs (i) or (ii) of this Section 8(a) will be payable in cash on each interest payment date specified by the Indenture to the record holder entitled to receive the interest payment to be made on such date, commencing with the first such date occurring after any such Registration Default Damages commences to accrue.
(c) The parties hereto agree that the liquidated damages in the form of Special Interest Registration Default Damages provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Obligors shall pay liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Transfer Restricted Notes at a rate of 0.25% per annum for the first 90-day period from and including such specified date. The Registration Default Damages shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the default set forth in this Section 8(a) shall have been cured, up to a maximum of 1.0% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Securities Notes at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days 90-day period from and including such specified date; thereafter, the Special Interest will . The Registration Default Damages shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults the default set forth in this Section 8(b) shall have been cured, up to a maximum amount of 0.501.0% per annum;
(c) if on or prior to the 215th day following the Closing Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, then commencing on the day after such specified date, Registration Default Damages shall accrue on the Transfer Restricted Notes at a rate of 0.25% per annum for the first 90-day period from and including such specified date. The Registration Default Damages shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the default set forth in this Section 8(c) shall have been cured, up to a maximum of 1.0% per annum; or
(d) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the principal amount of day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Transfer Restricted Securities outstandingNotes at a rate of 0.25% per annum for the first 90-day period from and including such specified date. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A The Registration Default Damages shall increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the default set forth in this Section 8(d) shall have been cured for purposes hereof cured, up to a maximum of 1.0% per annum; provided, however, that (1) upon the filing of the Registration Statement (in the case of Section 8(a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (iSection 8(b) above), (23) upon the consummation of the Registered Exchange Offer or the Shelf Registration Statement is declared effective, in each case following the 215th day after the Closing Date (in the case of paragraph (iiSection 8(c) above), ) or (34) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiiSection 8(d) above). Immediately upon the cure of all , Registration DefaultsDefault Damages shall cease to accrue; provided, further, the accrual of Special Interest Obligors will cease and the interest rate on the Securities shall revert not pay Registration Default Damages with respect to more than one default set forth in Section 8(a), (b), (c) or (d), and, provided, further, to the original rate.
(b) The parties hereto agree that extent the liquidated damages Obligors have reasonably requested Selling Stockholder Information from a Holder of Securities or New Securities in connection with the form preparation and submission of Special Interest a Shelf Registration Statement and such Holder has not provided for in this Section 8 constitute the Obligors such Selling Stockholder Information within a reasonable estimate time after receiving the Obligors' request, such Holder shall have no right to seek Registration Default Damages that may accrue as a result of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason a default of the failure of (i) the Registered Exchange Offer Obligors relating to be completed; (ii) the such Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur as a result of the Company’s failure to satisfy its obligations hereunder (each, a “Registration Default”) shall occur), then the Issuers Issuer shall pay liquidated damages additional interest on the Notes (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities Notes as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement has not been filed with the Commission and become or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each caseeffective, as of the date any such event occurscase may be, Special on or prior to the 365th day after the Closing Date, then commencing on the 366th day after the Closing Date, Additional Interest shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including the 366th day after the Closing Date and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than (i) in connection with a Deferral Period or (ii) as a result of the filing of a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10-Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to any Notice and Questionnaire received during such period, within 10 Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(d)), then Additional Interest shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such 10th Business Day and 0.50% per annum thereafter; or
(c) if the Company through its omission fails to name a Holder as a selling securityholder and such Holder had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter, which Additional Interest shall be payable separately to such Holder at the account specified in writing by such Holder to the Company; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the filing and effectiveness (whether upon such filing or otherwise) of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation of such time as the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiib) above). Immediately , (3) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (c) above), (4) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of paragraph (d) above), or (5) in any case, notwithstanding the preceding clauses (1) through (4), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in arrears on each Interest Payment Date (as defined in the Indenture) following accrual in the same manner as regular interest on the Notes as described in the Indenture and shall be in addition to any remedy relating to the failure to comply with the Issuer’s obligations under Section 4.06(b) of the Indenture. If any Note ceases to be outstanding during any period for which Additional Interest is accruing (other than as a result of the Holder exercising its exchange rights pursuant to Article 14 of the Indenture), the accrual of Special Issuer will prorate the Additional Interest will cease and the interest payable with respect to such Note. The Additional Interest rate on the Securities Notes shall revert not exceed in the aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Other than the Issuer’s obligation to pay Additional Interest in accordance with this Section 7, neither the Company nor the Issuer will have any liability for damages with respect to a Registration Default. In no event, however, will additional interest accrue on the Notes on any day (taking into consideration any Additional Interest hereunder and any additional interest payable as described in Section 6.03(a) of the Indenture) at a rate in excess of 0.50% per annum, regardless of the number of events or circumstances giving rise to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for requirement to pay such additional interest. Notwithstanding any provision in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration StatementAgreement, if required herebya Registration Default occurs after a Holder has exchanged its Notes for Company Common Stock, such Holder shall not be entitled to be declared effective, or (iii) the Shelf Registration Statement any Additional Interest with respect to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementsuch Company Common Stock.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which commercially reasonable efforts are to be used to cause such effectiveness under this Agreement;; or
(iic) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of has not been consummated on or prior to the date specified for by which commercially reasonable efforts are to be used to cause such effectiveness with respect to the Exchange Offer Registration Statementconsummation under this Agreement; or
(iiid) if the Shelf any Registration Statement or the Exchange Offer Registration Statement is required by this Agreement has been declared effective but thereafter (i) ceases to be effective at any time at which it is required to be effective under this Agreement, or (ii) ceases to be usable in connection with resales of Transfer Restricted the New Securities in accordance with and during the periods specified in this Agreement, other than as permitted pursuant to Section 3(b)(ii) or Section 4(k)(ii), (each such event a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, in each caseas liquidated damages for such Registration Default, as of the date any such event occurs, Special Interest shall additional interest will accrue on the Transfer Restricted aggregate principal amount of the New Securities (in addition to the stated interest on the New Securities) from and including the date on which any such Registration Default shall occur to, but excluding, the date on which all Registration Defaults have been cured. Additional interest will accrue at a an initial rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafterannum, the Special Interest will which rate shall increase by an additional 0.25% per annum with respect to for each subsequent 90-day period until all during which such Registration Defaults have been cured, Default continues up to a maximum amount of 0.501.00% per annum of the principal amount of the Transfer Restricted Securities outstandingannum. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above)If, (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon after the cure of all Registration DefaultsDefaults then in effect, there is a subsequent Registration Default, the accrual rate of Special Interest will cease and the additional interest rate on the Securities for such subsequent Registration Default shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will initially be suffered by Holders of Securities by reason 0.25% regardless of the failure rate in effect with respect to any prior Registration Default at the time of (i) the Registered Exchange Offer to be completed; (ii) the Shelf cure of such Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this AgreementDefault.
Appears in 1 contract
Samples: Registration Rights Agreement (Advanced Micro Devices Inc)
Registration Defaults. (a) If any Each of the following events (each, shall constitute a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any the Shelf Registration Statement required by this Agreement is not filed with the Commission within 30 days following the Closing Date;
(b) if the Shelf Registration Statement is not declared effective by the Commission on within 60 days following the Closing Date, or prior to within 90 days following the date specified to cause Closing Date if such effectiveness under this AgreementShelf Registration Statement is reviewed by the Commission;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiic) if the Shelf Registration Statement has been declared or the Exchange Offer Registration Statement is declared becomes effective but thereafter ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with resales (A) a Deferral Period or (B) as a result of Transfer Restricted Securities a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding Selling Securityholders or the plan of distribution provided for therein at any time during the periods specified in this AgreementShelf Registration Period) and the Company and the Guarantors do not cure the lapse of effectiveness or usability within ten Business Days;
(d) if, thenat any time during the six-month period beginning on, in each caseand including, the date which is six months after the Closing Date, the Company or the Guarantors fail to timely file any document or report that is required to be filed 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 to be filed on Form 8-K; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(g) hereof; provided, however, that a Registration Default will be deemed to end upon the day before the earlier of (i) the day on which such Registration Default has been cured or waived, and (ii) the date the Shelf Registration Statement is no longer required to be kept effective for the Registrable Securities. If a Registration Default occurs, subject to the provisions of the date any such event occursIndenture, Special Interest shall accrue the Company will pay additional interest on the Transfer Restricted Securities Notes to those entitled to interest payments semi-annually in arrears on each interest payment date (“Additional Interest”), which Additional Interest will accrue at a rate of 0.25equal to 1.00% per annum of the principal amount of Transfer Restricted Securities Notes outstanding for each day during such period that such Registration Default has occurred and is continuing. In no event will any Additional Interest payable pursuant to a Registration Default exceed 1.00% per year. The Company shall notify the first 90 days from and including such Trustee in writing of any Additional Interest due prior to the applicable interest payment date; thereafter. If a Note ceases to be outstanding during any period for which Additional Interest is accruing, the Special Additional Interest will increase by an additional 0.25% per annum to be paid with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest that Note will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer prorated. The occurrence and continuance of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A a Registration Default shall not have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate any effect on the Securities shall revert Company’s and Guarantors’ rights under the Indenture in respect to the original rateright to redeem the Notes and Guarantee.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Digital Turbine, Inc.)
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers Issuer (or, if the Registration Rights Agreement Party has abecome the issuer of the Notes, the Registration Rights Agreement Party) shall pay liquidated damages (the “Special InterestRegistration Default Damages”) to the applicable Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement (which shall be, if the Registration Rights Agreement Party is then a Well-Known Seasoned Issuer, an Automatic Shelf Registration Statement) is not filed with the Commission and effective on or prior to the 181st day following the Issue Date (in the case of IAC) or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective relevant date on which the successor Reference Entity guarantees, on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the notes, the prior Reference Entity’s obligations) under the Notes and the Indenture or usable in connection with resales becomes the Issuer of Transfer Restricted Securities during the periods specified in this Agreement, then, in each caseNotes, as applicable (in the case of a successor Reference Entity), then commencing on the 182nd day after the Issue Date (in the case of IAC) or the relevant date on which the successor Reference Entity guarantees, on a senior unsecured basis, the Issuer’s obligations (or, if the prior Reference Entity has become the issuer of the date any such event occursnotes, Special Interest the prior Reference Entity’s obligations) under the Notes and the Indenture or becomes the Issuer of the Notes, as applicable (in the case of a successor Reference Entity), Registration Default Damages shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including such 182nd day and 0.50% per annum thereafter; or
(b) [Reserved];
(c) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective for the offer and sale of the Registrable Securities, other than (i) in connection with a Deferral Period or (ii) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Registration Rights Agreement Party does not cure the lapse of effectiveness or usability within ten Business Days (or, if a Deferral Period is then in effect and subject to the ten Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(e) with respect to any Notice and Questionnaire received during such period, within ten Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(e)), then Registration Default Damages shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(d) if the Registration Rights Agreement Party through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective, then Registration Default Damages shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(e) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (iSection 7(a) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iiSection 7(b) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective for resales (in the case of paragraph (iiiSection 7(c) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration DefaultsSection 7(d) above) or (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in Section 3(i) to be exceeded (in the case of Section 7(e) above), the accrual Registration Default Damages shall cease to accrue. Any amounts of Special Interest Registration Default Damages due pursuant to this Section 7 will cease and be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Registration Default Damages on the relevant record dates for the payment of interest. If a Note ceases to be outstanding during any period for which Registration Default Damages are accruing (as a result of the holder exercising its exchange or conversion rights or otherwise), the Issuer (or, if the Registration Rights Agreement Party has become the issuer of the Notes, the Registration Rights Agreement Party) will pay the liquidated damages with respect to such Note only for the period of time that such Note remained outstanding during which such Registration Default Damages were accruing. The Registration Default Damages rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special Interest provided for time, except that if Registration Default Damages would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Registration Default Damages rate shall be the higher rate of 0.50% per annum. Other than the obligation of the Issuer (or, if the Registration Rights Agreement Party has become the issuer of the Notes, the Registration Rights Agreement Party) to pay Registration Default Damages in accordance with this Section 8 constitute 7, neither the Registration Rights Agreement Party nor the Issuer will have any liability for damages with respect to a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effectiveDefault. If a Registration Default occurs after a Holder has exchanged its Notes for, or (iii) the Shelf Registration Statement exchanged its Notes into, Reference Common Stock, such Holder shall not be entitled to remain effective (and the prospectus contained therein any compensation with respect to remain usable), in each case to the extent required by this Agreementsuch Reference Common Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Iac/Interactivecorp)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Obligors shall pay pay, jointly and severally, liquidated damages (the “Special InterestRegistration Default Damages”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and 0.50% per annum thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer date, Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; specified date and 0.50% per annum thereafter;
(c) if the Registered Exchange Offer is not consummated within 210 days of the date hereof;
(d) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the Special Interest will increase by an additional day the Registration Statement ceases to be effective, Registration Default Damages shall accrue on the Registrable Securities at a rate of 0.25% per annum with respect for the first 90 days from and including such date on which the Registration Statement ceases to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of be effective and 0.50% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Hong Kong Television Network LTD)
Registration Defaults. (a) If If, and only if, any of the following events shall occur (eacheach such event, a “"Registration Default”) shall occur"), then the Issuers Company shall pay liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities Registrable Notes in respect of the Securities Notes as follows:
(i) if any the Shelf Registration Statement required by this Agreement is not declared effective by filed, or on file, with the Commission on or prior to or on the date specified to cause such effectiveness under this Agreement;Shelf Filing Deadline, commencing on the day following the Shelf Filing Deadline, Registration Default Damages shall accrue on the Registrable Notes at a rate of 0.25% per annum for the first 120 days from and including the day following the Shelf Filing Deadline and 0.50% per annum thereafter; or
(ii) if the Issuers fail Shelf Registration Statement has not become effective, or a previously effective Shelf Registration Statement has not been made available, prior to consummate or on the Registered Exchange Offer within 30 Business Days of Effectiveness Target Date, commencing on the date specified following the Effectiveness Target Date, Registration Default Damages shall accrue on the Registrable Notes at a rate of 0.25% per annum for such effectiveness with respect to the Exchange Offer Registration Statementfirst 120 days from and including the day following the Effectiveness Target Date and 0.50% per annum thereafter; or
(iii) if the Shelf Registration Statement or is filed and has become effective but, during the Exchange Offer Shelf Registration Statement is declared effective but Period, shall thereafter ceases cease to be effective or fail to be usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementfor its intended purpose (other than pursuant to Section 3(c)(x) hereof) for more than 5 Business Days, then, in each case, as of the date any such event occurs, Special Interest Registration Default Damages shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 120 days from and including such datedate on which the Shelf Registration Statement ceases to be effective and 0.50% per annum thereafter; thereafteror
(iv) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(c)(x) hereof, then commencing on the Special Interest will increase by an additional day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Registration Default Damages shall accrue on the Registrable Notes at a rate of 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of for the first 120 days from and including such date and 0.50% per annum thereafter. The Registration Default Damages payable as specified above shall be determined:
(A) in respect of the principal amount Registrable Notes, to each holder of Notes as described in Section 8(i) through (iv); and
(B) in respect of the Transfer Restricted Securities outstanding. All accrued Special Interest Registrable Notes submitted for conversion into Common Stock during the existence of a Registration Default with respect to the Common Stock, the holder will not be entitled to receive any Registration Default Damages with respect to such Common Stock but (x) will be paid by entitled to a conversion rate adjustment, if any, in accordance with the Issuers terms of the Notes as set forth in the Indenture and (y) will receive from the Company on the next scheduled interest payment settlement date with respect to DTC or its nominee by wire transfer of immediately available funds or by federal funds check such conversion, accrued and to holders of certificated notes by wire transfer unpaid Registration Default Damages on the Registrable Notes calculated in accordance with paragraph (A) to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof Conversion Date (1) upon the effectiveness of the Registration Statement (as defined in the case of paragraph (i) aboveIndenture), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.; and
(b) Notwithstanding the foregoing, in no event will Registration Default Damages be payable in connection with a failure to register the Common Stock. For the avoidance of doubt, if the Company fails to register both the Notes and the Common Stock, then the Registration Default Damages shall be payable in connection with the failure to register the Notes.
(c) The parties hereto agree that the liquidated damages Company shall in the form no event be required to pay Registration Default Damages in respect of Special Interest provided for more than one Registration Default at any one time. Additionally, in this no event will Registration Default Damages accrue at a rate per year in excess of .50%.
(d) Any amounts of Registration Default Damages due pursuant to Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that 8(a) will be suffered by Holders of Securities by reason of payable in cash semi-annually in arrears on each April 1 and October 1, with the failure of (i) first semi-annual payment due on the Registered Exchange Offer first such payment date after which a Registration Default occurs. A Holder will not be entitled to be completed; (ii) the Shelf Registration StatementDefault Damages as provided in Section 6 hereof, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case unless such Holder has timely delivered to the extent required by Company a duly completed Notice and Questionnaire, together with such other information reasonably requested of such Holder in accordance with this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages additional interest (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Additional Interest shall accrue on the Registrable Securities at a rate of 0.25% per annum for the first 90 days from and including such specified date and such rate shall in-crease by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which commercially reasonable efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementdate, then, in each case, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted Registrable Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will specified date and such rate shall increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until all period, but in no event shall such rate exceed 1.00% per annum; or
(c) if any Registration Defaults have Statement required by this Agreement has been cureddeclared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, up then commencing on the day the Registration Statement ceases to be effective, Additional Interest shall accrue on the Registrable Securities at a maximum amount rate of 0.500.25% per annum for the first 90 days from and including such specified date and such rate shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Additional Interest shall cease to accrue. Immediately upon A Registration Default referred to in Section 8 hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or, if required to be kept effective after consummation of the cure of all Registration DefaultsExchange Offer, the accrual of Special Interest will cease and Exchange Offer Registration Statement or the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of related prospectus if (i) such Registration Default has occurred solely as a result of (x) the Registered Exchange Offer filing of a post-effective amendment to such Registration Statement to incorporate annual audited financial information with respect to the Company where such post-effective amendment is not yet effective and needs to be completed; declared effective to permit Holders to use the related prospectus or (y) any other material events with respect to the Issuers that would need to be described in such Registration Statement or the related prospectus and (ii) in the Shelf Registration Statementcase of clause (y), if required hereby, the Issuers are proceeding promptly and in good faith to be declared effective, amend or (iii) the Shelf supplement such Registration Statement and related prospectus to remain effective (describe such events or otherwise cause such Registration Statement and related prospectus to again be usable; provided, however, that if any such Registration Default occurs for a continuous period in excess of 30 days, Additional Interest shall be payable in accordance with the prospectus contained therein to remain usable)above paragraph from the day such Registration Default occurs until such Registration Default is cured; provided further, in each case to however, that no Issuer may avail itself of the extent required relief provided by this Agreementsentence for more than 90 days in any 365-day period.
Appears in 1 contract
Samples: Registration Rights Agreement (SMART Modular Technologies (DE), Inc.)
Registration Defaults. (a) If Each event described in any of the following events clauses (each, i) through (vi) is individually referred to herein as a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any the Common Shelf Registration Statement required by this Agreement is has not declared effective by the Commission been filed on or prior to the September 26, 2007, as such date specified may be extended pursuant to cause such effectiveness under this AgreementSection 3(h)(iii);
(ii) if the Issuers fail Common Shelf Registration Statement has not been declared effective under the Securities Act on or prior to consummate the Registered Exchange Offer within 30 Business Days of the March 24, 2008, as such date specified for such effectiveness with respect may be extended pursuant to the Exchange Offer Registration Statement; orSection 3(h)(iii);
(iii) if so required to be filed pursuant to Section 2(a), the Convertible Preferred Shelf Registration Statement has not been filed on or prior to June 28, 2011, as such date may be extended pursuant to Section 3(h)(iii);
(iv) if so required to be declared effective pursuant to Section 2(a), the Convertible Preferred Shelf Registration Statement has not been declared effective under the Securities Act on or prior to September 26, 2011, as such date may be extended pursuant to Section 3(h)(iii);
(v) a Shelf Registration Statement shall cease to be effective; or
(vi) (A) the aggregate duration of any Deferral Period arising from an event described in Section 3(h)(iii) exceeds 60 days, (B) the aggregate duration of all Deferral Periods arising from events described in Section 3(h)(iii) exceeds 90 days in any 12-month period or (C) a Deferral Period arising from an event described in Section 3(h)(iii) is invoked more than twice in any 12-month period.
(b) Commencing on (and including) any date that a Registration Default has begun and ending on (but excluding) the next date on which there are no Registration Defaults that have occurred and are continuing (a “Damages Accrual Period”), the Company shall pay, as liquidated damages and not as a penalty, to Holders of record of Registrable Shares included (or proposed to be included, if not filed or effective) in the Shelf Registration Statement or an amount (the Exchange Offer “Liquidated Damages”) accruing, for each day in the Damages Accrual Period, (i) with respect to a Registration Default applicable to the Common Stock Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable (A) in connection with resales respect of Transfer Restricted Securities during any share of 7.0% Preferred Stock and, after the periods specified in this AgreementNYSE Approval Date, thenHybrid Preferred Stock, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25equal to 0.50% per annum of the principal amount of Transfer Restricted Securities outstanding Liquidation Preference then in effect for the first 90 days 90-day period from (and including including) the date of such date; thereafterRegistration Default, the Special Interest will increase by an additional 0.25% per annum with respect to and thereafter for each subsequent 90-day period until at an additional rate of 0.25% of the Liquidation Preference then in effect for each subsequent 90-day period (the “Liquidated Damages Rate”) or (B) if the 7.0% Preferred Stock or, after the NYSE Approval Date, Hybrid Preferred Stock has been converted into shares of Common Stock, in respect of each share of Common Stock issued in the conversion, at a rate equal to the applicable above-referenced calculated rate or rates for the applicable above referenced period or periods divided by a number equal to the number of shares of Common Stock into which each share of 7.0% Preferred Stock or, after the NYSE Approval Date, Hybrid Preferred Stock was converted pursuant to the conversion and (ii) with respect to a Registration Default applicable to the Convertible Shelf Registration Statement, in respect of any shares of 7.0% Preferred Stock at the Liquidated Damages Rate. Liquidated Damages shall accrue from and including the date of the applicable Registration Default with respect to a Shelf Registration Statement to (but excluding) the date on which all Registration Defaults with respect to such Shelf Registration Statement have been cured; provided, up to that Liquidated Damages shall not exceed a maximum amount rate of 0.502.00% per annum of the principal amount Liquidation Preference then in effect (the “Maximum Rate”). Notwithstanding the foregoing, no Liquidated Damages shall cumulate as to any Registrable Share from and after the earlier of (x) the date such security is no longer a Registrable Share and (y) expiration of the Transfer Restricted Securities outstanding. All accrued Special Interest will Effectiveness Period.
(c) The Liquidated Damages shall cumulate from the first day of the applicable Damages Accrual Period, and shall be paid by payable in cash on each Damages Payment Date during the Issuers Damages Accrual Period to the Holder of record of the Registrable Shares on the Record Date immediately preceding the applicable Damages Payment Date (and on the Damages Payment Date next scheduled interest payment date to DTC or its nominee by wire transfer succeeding the end of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer the Damages Accrual Period if the Damages Accrual Period does not end on a Damages Payment Date) to the accounts specified by them or by mailing checks Holders of record of the Registrable Shares as of the date that such Damages Accrual Period ends.
(d) Subject to their registered addresses if no such accounts have been specified. A Section 6(e), the parties agree that the sole monetary damages payable for any Registration Default shall have been cured for purposes hereof (1) upon be the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above)Liquidated Damages. Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto further agree that the liquidated damages in the form of Special Interest Liquidated Damages provided for in this Section 8 6 constitute a reasonable estimate of and are intended to constitute the sole monetary damages payable under this Agreement that will may be suffered incurred by Holders of Securities Registrable Shares by reason of any Registration Default.
(e) Notwithstanding anything contained in this Agreement to the failure contrary, the Company acknowledges and affirms that in the event of (i) its breach of this Agreement, the Registered Exchange Offer Liquidated Damages may be inadequate and the Holders may have no adequate remedy at law. Accordingly, the Company agrees that the Holders shall have the right, in addition to be completed; (ii) the Shelf Registration Statement, if required herebyany other rights and remedies existing in its favor, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (enforce their rights and the prospectus contained therein to remain usable)obligations hereunder of the Company not only by an action or actions for Liquidated Damages, in each case to the extent required but also by this Agreementan action or actions for specific performance, injunctive and/or other equitable relief.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Co-Issuers shall pay liquidated damages (the “Special Additional Interest”) to the Holders of Securities Notes in respect of the Securities Notes as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum for the first 90 days from and including such specified date and 0.25% per annum at the end of each subsequent 90-day period, up to a maximum of 1.00% in the aggregate for all Registration Defaults; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which best efforts are to be used to cause such effectiveness under this Agreement;
(ii) if , then commencing on the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date day after such specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreementdate, then, in each case, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted Securities Registrable Notes at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will specified date and shall increase by an additional 0.25% per annum with respect to at the end of each subsequent 90-day period until all Registration Defaults have been curedperiod, up to a maximum amount of 0.501.00% in the aggregate for all Registration Defaults; or
(c) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the day the Registration Statement ceases to be effective, Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum for the first 90 days from and including such specified date and shall increase by 0.25% per annum at the end of each subsequent 90-day period, up to a maximum of 1.00% in the aggregate for all Registration Defaults; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (iib) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiic) above), Additional Interest shall cease to accrue. Immediately upon Notwithstanding any provision herein to the cure of all Registration Defaultscontrary, the accrual of Special Additional Interest will cease shall not accrue on any Security that is no longer a Registrable Security and the interest rate on the Securities amount of Additional Interest shall revert to the original ratenot increase because more than one Registration Default has occurred and is pending.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Dollarama Group Holdings CORP)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages (the “Special Interest”"Registration Default Damages") to the Holders of Securities in respect of the Securities as follows:
(ia) if any Registration Statement required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, then Registration Default Damages shall accrue on the Registrable Securities from and including such date at a rate of .50% per annum until the date that is one year from the Closing Date and at a rate of 1.00% per annum thereafter; or
(b) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified by which reasonable best efforts are to be used to cause such effectiveness under this Agreement;, then Registration Default Damages shall accrue on the Registrable Securities from and including such date at a rate of .50% per annum until the date that is one year from the Closing Date, and at a rate of 1.00% per annum thereafter; or
(iic) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days is not consummated on or prior to the date that is 240 days of the date specified for such effectiveness with respect to the Exchange Offer Closing Date, then Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest Default Damages shall accrue from and including such date on the Transfer Restricted Registrable Securities at a rate of 0.250.50% per annum until the date that is one year from the Closing Date and at a rate of 1.00% per annum thereafter; or
(d) if any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement, then commencing on the principal amount of Transfer Restricted Securities outstanding for day the first 90 days Registration Statement ceases to be effective, Registration Default Damages shall accrue from and including such date; thereafter, date on which the Special Interest will increase by an additional 0.25Registration Statement ceases to be effective on the Registrable Securities at a rate of .50% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to the date that is one year from the Closing Date and at a maximum amount rate of 0.501.00% per annum thereafter; provided, however, that (1) upon the filing of the principal amount Registration Statement (in the case of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof paragraph (1a) above), (2) upon the effectiveness of the Registration Statement (in the case of paragraph (ib) above), (23) upon the consummation of the Registered Exchange Offer (in the case of paragraph (iic) above), or (34) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iiid) above). Immediately upon the cure of all , Registration Defaults, the accrual of Special Interest will Default Damages shall cease and the interest rate on the Securities shall revert to the original rateaccrue.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Registration Defaults. (a) If any of the following events shall occur (each, a “Registration Default”) shall occur), then the Issuers shall Company will pay liquidated damages additional interest on the Notes (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement has not been filed with the Commission and has not become effective on or before the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during one hundred and eightieth (180th) day after the periods specified in this AgreementClosing Date, then, in each casecommencing on the one hundred and eighty first (181st) day after the Closing Date, as of the date any such event occurs, Special Additional Interest shall will accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from beginning on, and including, such one hundred and eighty first (181st) day and 0.50% per annum thereafter;
(b) if the Shelf Registration Statement has become effective but ceases to be effective or usable for the offer and sale of the Registrable Securities (other than in connection with (i) a Deferral Period; or (ii) as a result filing a post-effective amendment solely to add additional selling securityholders) at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect, within ten (10) Business Days after the expiration of such Deferral Period) (or, in the case of filing a post-effective amendment solely to add additional selling securityholders, within ten (10) Business Days after the expiration of the ten (10) day period referred to in Section 2(d), subject to the proviso therein), then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following such tenth (10th) Business Day and 0.50% per annum thereafter;
(c) if the Company, through its omission, fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective; or (ii) any Prospectus at the time it is filed with the Commission (or, if later, the effective date of the Shelf Registration Statement), then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes held by such Holder at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following the effective date of such Shelf Registration Statement or the filing of such Prospectus, as applicable, and 0.50% per annum thereafter; and
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then, commencing on the day the aggregate duration of Deferral Periods in such period exceeds the number of days permitted in respect of such period, Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the filing and effectiveness of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation of such time as the Registered Exchange Offer applicable Shelf Registration Statement becomes effective and usable for resales (in the case of paragraph (iib) above), or (3) upon the effectiveness of the such time as such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement which had ceased to remain effective and Prospectus in accordance with applicable law (in the case of paragraph (iiic) above). Immediately , (4) upon the cure termination of all the applicable Deferral Period (in the case of paragraph (d) above), or (5) in any case, upon the expiration of the Shelf Registration DefaultsPeriod, the accrual of Special Additional Interest will cease and to accrue on account of the interest rate on the Securities shall revert to the original rate.
applicable Registration Default (b) The parties hereto agree it being understood that the liquidated damages in the form of Special Interest provided for nothing in this Section 8 constitute sentence will prevent Additional Interest from accruing as a reasonable estimate result of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) any other Registration Default during the Shelf Registration StatementPeriod). Any Additional Interest due pursuant to this Section 7 will be payable in cash in the same manner and on the same dates as the stated interest payable on the Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will prorate the Additional Interest payable with respect to such Note. Additional Interest will not accrue on the Notes at a rate that exceeds 0.50% per annum in the aggregate and will not be payable under more than one clause above for any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate will be the higher rate of 0.50% per annum. Notwithstanding anything to the contrary in this Agreement, in no event will Additional Interest accrue on the shares of Common Stock issued upon conversion of Notes. However, if required herebythere exists a Registration Default with respect to the Registrable Securities on the Maturity Date, then, in addition to any Additional Interest otherwise payable, the Company will make a cash payment to each “Holder” (as defined in the Indenture) of any outstanding Note as of the Close of Business on the Business Day immediately before the Maturity Date in an amount equal to five percent (5%) of the principal amount of such Note. For purposes of the preceding sentence, Notes that have been converted with a Conversion Date that is on or after January 15, 2021 and on or before the second (2nd) Business Day immediately preceding the Maturity Date will be considered to be declared effectiveoutstanding. Accordingly, and for the avoidance of doubt, if a Registration Default exists on the Maturity Date, the payment described in the preceding two sentences will be payable on all Notes outstanding as of the Close of Business on the Business Day immediately preceding the Maturity Date and on all Notes converted with a conversion date that is on or after January 15, 2021 and on or before the second (iii2nd) Business Day immediately preceding the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this AgreementMaturity Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Bacterin International Holdings, Inc.)
Registration Defaults. (a) If any of the following events Securities are not Freely Tradable by the Outside Date and either:
(eacha) The Issuer has not exchanged Exchange Notes for all Notes validly tendered in accordance with the terms of an Exchange Offer on or prior to 120 days after the Outside Date; or
(b) If applicable, a Shelf Registration Statement covering resales of the applicable series of Notes has been declared effective and such Shelf Registration Statement ceases to be effective at any time during the Shelf Registration Period, (each such event referred to in (a) and (b), a “Registration Default”) shall occur), then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of interest rate on the Securities as follows:
will be increased by (i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from 90-day period immediately following the occurrence of the first Registration Default and including such date; thereafter, the Special Interest will increase by (ii) an additional 0.25% per annum with respect to each subsequent 90-day period until all such Registration Defaults have been cured, cured or the Securities become Freely Tradable Securities up to a maximum amount aggregate increase of 0.500.5% per annum (such increased interest, the “Additional Interest”), commencing on (x) 120 days following the Outside Date, in the case of (a) above, or (y) the principal amount day such Shelf Registration Statement ceases to be effective, in the case of (b) above; provided, however, that upon the Transfer Restricted exchange of New Securities outstanding. All accrued Special Interest will be paid by for all Securities tendered, in the Issuers on the next scheduled interest payment date to DTC case of (a) above, or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the a Shelf Registration Statement (that had ceased to remain effective, in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form above, Additional Interest as a result of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended such clause shall cease to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementaccrue.
Appears in 1 contract
Samples: Registration Rights Agreement (Source Interlink Companies Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Securities Resale Registration Statement required by this Agreement is has not been filed and become effective or been declared effective by the Commission on or prior to the date specified that such Registration Statement is required to cause such effectiveness under become or be declared effective pursuant to Section 2.01 of this Agreement (if the Company files the Securities Resale Registration Statement without affording the Holders the opportunity to review and comment on the same as required by Section 2.07(c) of this Agreement;
, the Company shall be deemed to have not satisfied this clause (i)), (ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iii) if the Shelf any Securities Resale Registration Statement or the Exchange Offer Registration Statement required by Section 2.01 of this Agreement is filed and declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities Registrable Shares during the time periods specified in this Agreement, then, in each case, as (iii) any Securities Resale Registration Statement when declared effective fails to register all of the Registrable Shares, or (iv) the Company requires Holders to refrain from disposing of their Registrable Shares under the circumstances described in Section 2.04 of this Agreement and that suspension period exceeds sixty (60) days in one instance or sixty (60) days in the aggregate during any consecutive 12-month period (each such event referred to in clauses (i) through (iv), a “Registration Default” and for purposes of clauses (i), (ii) and (iii), the date any on which such event occurs, Special Interest and for purpose of clause (iv) the date on which such sixty (60) day period is exceeded being referred to as “Registration Default Date”), then, in addition to any other rights the Holders may have under this Agreement or under applicable law, on each such Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the applicable Registration Default shall accrue on not have been cured by such date) until the Transfer Restricted Securities applicable Registration Default is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of one percent (1.00%) multiplied by such Holder’s (i) Preferred Share Amount and/or (ii) Warrant Amount, as applicable, solely with respect to the Registrable Shares subject to such Registration Default. If the Company fails to pay any partial liquidated damages pursuant to this Section 2.02 in full within seven (7) days after the date payable, the Company will pay interest thereon at a rate of 0.25% eighteen percent (18%) per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including (or such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a lesser maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will that is permitted to be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer applicable law) to the accounts specified by them or by mailing checks Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to their registered addresses if no such accounts have been specified. A Registration Default this Section 2.02 shall have been cured apply on a daily pro rata basis for purposes hereof (1) upon the effectiveness any portion of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased a month prior to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all a Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) Default. The parties hereto agree that the partial liquidated damages in the form of Special Interest provided for in pursuant to this Section 8 constitute a reasonable estimate of and are intended to 2.02 shall constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason Holders’ exclusive monetary remedy for such events, but shall not affect the right of the failure of (i) the Registered Exchange Offer Holders to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreementseek injunctive relief.
Appears in 1 contract
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as followsIf:
(i) if any the Shelf Registration Statement required by this Agreement is not filed with the Commission on or prior to the 30th day following the Closing Date; or
(ii) the Shelf Registration Statement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if 150th day following the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration StatementClosing Date; or
(iii) if the Company has failed to perform its obligations set forth in Section 2(e) within the time required therein; or
(iv) the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof (in each case except as the result of filing a post-effective amendment solely to add additional selling securityholders); (each such event referred to in the foregoing clauses (i) through (iv), a "Registration Default"), the Company hereby agrees to pay liquidated damages ("Liquidated Damages") with respect to the Registrable Securities from and including the day following the Registration Default to but excluding the earlier of (1) the day after the end of the Shelf Registration Period; (2) in the case of a Registration Default described in clause (i) or (ii), the date on which the Shelf Registration is filed or declared effective; (3) in the case of a Registration Default described in clause (iii) above, the date on which the required obligations have been performed; and (4) in the case of a Registration Default described in clause (iv) above, the last day of the Deferral Period giving rise to the Registration Default. The amount of Liquidation Damages payable during the foregoing period shall be:
(A) in respect of the Registrable Securities that are Securities, to each holder thereof, (x) with respect to the 90-day period following the occurrence of such a Registration Default, in an amount per year equal to an additional 0.25% of the accreted principal amount of the Securities and (y) with respect to the period commencing on the 91st day following the occurrence of such Registration Default, in an amount per year equal to an additional 0.50% of the accreted principal amount of the Securities; provided that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the accreted principal amount of the Securities; and
(B) in respect of Registrable Securities that are shares of Class A Common Stock issued upon conversion of the Securities, to each holder thereof, (x) with respect to the 90-day period following the occurrence of such a Registration Default, in an amount per year equal to 0.25% of the accreted principal amount of the converted Securities and (y) with respect to the period commencing the 91st day following the occurrence of such Registration Default, in an amount per year equal to 0.50% of the accreted principal amount of the converted Securities; provided, however, that in no event shall Liquidated Damages accrue at a rate per year exceeding 0.50% of the accreted principal amount of the converted Securities. Notwithstanding the foregoing, with respect to a Registration Default described in clause (iii) above, Liquidated Damages shall only be payable to those Record Holders of Registrable Securities who (x) have requested to be named as a selling securityholder in the Shelf Registration Statement or pursuant to the Exchange Offer second sentence of Section 2(e) after the date the Shelf Registration is declared to be effective, (y) have delivered to the Company the Notice and Questionnaire (and all other information required by Section 3(l)) and (z) were not named as selling securityholders in the Shelf Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales as a result of Transfer Restricted Securities during the periods specified in this Agreement, then, in each case, as of the date any such event occurs, Special Interest shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. Default.
(b) All accrued Special Interest will Liquidated Damages shall be paid in arrears to Record Holders by the Issuers Company on the next scheduled interest payment date to DTC or its nominee each Damages Payment Date by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specifiedcheck. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon Following the cure of all Registration DefaultsDefaults relating to any particular Securities or share of Class A Common Stock, the further accrual of Special Interest Liquidated Damages with respect to such Securities or share of Class A Common Stock will cease and cease. All obligations of the interest rate Company set forth in this Section 7 that are outstanding with respect to any Registrable Securities at the time such security ceases to be a Registrable Security shall survive until such time as all such obligations with respect to such Registrable Security shall have been satisfied in full. All Liquidated Damages shall be computed on the Securities shall revert to the original rate.
(b) basis of a 360-day year composed of twelve 30-day months. The parties hereto agree that the liquidated damages in the form of Special Interest Liquidated Damages provided for in this Section 8 7 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will may be suffered incurred by Holders of Securities by reason of a Registration Default and that such Liquidated Damages are the failure of (i) the Registered Exchange Offer only monetary damages available to be completed; (ii) the Shelf Holders with respect to a Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this AgreementDefault.
Appears in 1 contract
Samples: Resale Registration Rights Agreement (Charter Communications Inc /Mo/)
Registration Defaults. If:
(a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers shall pay liquidated damages (the “Special Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the 120th day following the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of original issuance of the date specified for such effectiveness with respect to Securities, neither the Exchange Offer Registration StatementStatement nor the Shelf Registration Statement has been filed with the Commission; or
(iiib) if on or prior to the 210th day following the date of original issuance of the Securities, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been declared effective; or
(c) on or prior to the 45th business day after the Exchange Offer Registration Statement is declared effective but effective, the Registered Exchange Offer has not been consummated; or
(d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to the exceptions contained in this Agreement) in connection with resales of Transfer Restricted the Securities or New Securities in accordance with and during the periods specified in this Agreement; (each such event referred to in clauses (a) through (d) a “Registration Default”)), then, in each casethe Company shall pay liquidated damages (“Registration Default Damages”) to the Holders of the Securities or New Securities, as of the date any such event occurs, Special Interest case may be. Registration Default Damages shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum of the principal amount of Transfer Restricted Securities outstanding for the first 90 days from and including such date; thereafter, the Special Interest will increase date of a Registration Default (which rate shall be increased by an additional 0.25% per annum with respect to for each subsequent 90-day period that such Registration Default Damages continue to accrue, provided that the rate of such Registration Default Damages may in not event exceed 1.00% per annum) until all such Registration Defaults have been cured, up to a maximum amount of 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof (1) upon the effectiveness of the Registration Statement (in the case of paragraph (i) above), (2) upon consummation of the Registered Exchange Offer (in the case of paragraph (ii) above), or (3) upon the effectiveness of the Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above). Immediately upon the cure of all Registration Defaults, the accrual of Special Interest will cease and the interest rate on the Securities shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages in the form of Special Interest provided for in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable), in each case to the extent required by this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Cooper Companies Inc)
Registration Defaults. (a) If any of the following events (each, a “Registration Default”) shall occur, then the Issuers Company shall pay liquidated damages additional interest on the Notes (the “Special Additional Interest”) to the Holders of Securities in respect of the Securities as follows:
(i) if any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the date specified to cause such effectiveness under this Agreement;
(ii) if the Issuers fail to consummate the Registered Exchange Offer within 30 Business Days of the date specified for such effectiveness with respect to the Exchange Offer Registration Statement; or
(iiia) if the Shelf Registration Statement has not been filed with the Commission (and become effective upon such filing if the Company is then a WKSI or the Exchange Offer Registration Statement is been declared effective but thereafter ceases if the Company is not then a WKSI) on or prior to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in this Agreement180th day after the Closing Date, thenthen commencing on the 181st day after the Closing Date, in each case, as of the date any such event occurs, Special Additional Interest shall accrue on the Transfer Restricted Securities aggregate outstanding principal amount of the Notes, at a rate of 0.25% per annum for the first 90 days from and including the 181st day after the Closing Date and 0.50% per annum thereafter; or
(b) if the Shelf Registration Statement has been declared or becomes effective but ceases to be effective or usable for the offer and sale of the Registrable Securities, other than in connection with (i) a Deferral Period or (ii) as a result of a requirement to file a post-effective amendment or supplement to the Prospectus to make changes to the information regarding selling securityholders or the plan of distribution provided for therein, at any time during the Shelf Registration Period and the Company does not cure the lapse of effectiveness or usability within 10 Business Days (or, if a Deferral Period is then in effect and subject to the 10 Business Day filing requirement and the proviso regarding the filing of post-effective amendments in Section 2(d) with respect to any Notice and Questionnaire received during such period, within 10 Business Days following the expiration of such Deferral Period or period permitted pursuant to Section 2(d)) then Additional Interest shall accrue on the aggregate outstanding principal amount of Transfer Restricted Securities the Notes at a rate of 0.25% per annum for the first 90 days from and including the day following such tenth Business Day and 0.50% per annum thereafter; or
(c) if the Company through its omission fails to name as a selling securityholder any Holder that had complied timely with its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time it first became effective or (ii) any Prospectus at the later of time of filing thereof or the time the Shelf Registration Statement of which the Prospectus forms a part becomes effective then Additional Interest shall accrue, on the aggregate outstanding principal amount of the Notes held by such Holder, at a rate of 0.25% per annum for the first 90 days from and including the day following the effective date of such Shelf Registration Statement or the time of filing of such Prospectus, as the case may be, and 0.50% per annum thereafter; or
(d) if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(i) hereof, then commencing on the day the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period, Additional Interest shall accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for the first 90 days from and including such date; thereafter, the Special Interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of and 0.50% per annum of the principal amount of the Transfer Restricted Securities outstanding. All accrued Special Interest will be paid by the Issuers on the next scheduled interest payment date to DTC or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of certificated notes by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. A Registration Default shall have been cured for purposes hereof thereafter; provided, however, that (1) upon the effectiveness filing of the Shelf Registration Statement (in the case of paragraph (ia) above), (2) upon consummation the effectiveness of the Registered Exchange Offer Shelf Registration Statement (in the case of paragraph (iic) above), or (3) upon such time as the effectiveness of the Shelf Registration Statement which had ceased to remain effective or usable for resales again becomes effective and usable for resales (in the case of paragraph (iiib) above). Immediately , (4) upon the cure time such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and Prospectus in accordance with applicable law (in the case of all Registration Defaultsparagraph (c) above), (5) upon the termination of the Deferral Period that caused the limit on the aggregate duration of Deferral Periods in a period set forth in 3(i) to be exceeded (in the case of the first clause of this paragraph (e)), or (6) in any case, notwithstanding the preceding clauses (1) through (5), upon the earlier of the two dates provided in clauses (i) and (ii) of Section 2(b), Additional Interest shall cease to accrue. Any amounts of Additional Interest due pursuant to this Section 7 will be payable in cash on the next succeeding interest payment date to Holders entitled to receive such Additional Interest on the relevant record dates for the payment of interest. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the accrual of Special Company will prorate the Additional Interest will cease and the interest payable with respect to such Note. The Additional Interest rate on the Securities Notes shall revert to the original rate.
(b) The parties hereto agree that the liquidated damages not exceed in the form aggregate 0.50% per annum and shall not be payable under more than one clause above for any given period of Special time, except that if Additional Interest provided for would be payable because of more than one Registration Default, but at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional Interest rate shall be the higher rate of 0.50% per annum. Notwithstanding any provision in this Section 8 constitute a reasonable estimate of and are intended to constitute the sole damages payable under this Agreement that will be suffered by Holders of Securities by reason of the failure of (i) the Registered Exchange Offer to be completed; (ii) the Shelf Registration Statement, if required hereby, to be declared effective, or (iii) the Shelf Registration Statement to remain effective (and the prospectus contained therein to remain usable)Agreement, in no event shall interest, including Additional Interest, accrue to holders of shares of Company Common Stock issued upon exchange of Notes. In lieu thereof, the Operating Partnership shall increase the Exchange Rate (as defined in the Indenture) by 3% for each case to the extent required by this Agreement$1,000 principal amount of Notes exchanged at a time when such Registration Default has occurred and is continuing.
Appears in 1 contract
