Common use of Supplementary Interest Clause in Contracts

Supplementary Interest. (a) Notwithstanding any provisions of the Indenture to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to (i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, or (ii) the Company’s failure to comply with Section 5.05(a) hereof (a “Reporting Event of Default”), will consist exclusively of the right to receive additional interest on the Securities (the “Supplementary Interest”) at a rate per year equal to 0.50% per annum of the Outstanding principal amount of the Securities for each day during such 180-day period as long as such Event of Default is continuing (subject to Section 6.04(b)). If the Company so elects, such Supplementary Interest will be payable in the same manner and on the same dates as the stated interest payable on the Securities. On the 181st day after such Event of Default (if the Reporting Event of Default is not cured or waived prior to such 181st day), the Securities will be subject to acceleration pursuant to Section 6.03. The provisions of this Section 6.04 will not affect the rights of Holders of Securities in the event of the occurrence of any Event of Default that is not a Reporting Event of Default. In the event the Company does not elect to pay the Supplementary Interest following an Reporting Event of Default in accordance with this Section 6.04(a) or the Company elected to make such payment but does not pay the Supplementary Interest when due, the Securities will be immediately subject to acceleration as provided in Section 6.03. (b) In order to elect to pay the Supplementary Interest as the sole remedy during the first 180 days after the occurrence of a Reporting Event of Default, the Company must notify all Holders of Securities, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Securities will be immediately subject to acceleration as provided in Section 6.03.

Supplementary Interest. (a) Notwithstanding any provisions of the Indenture to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to (i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, or (ii) the Company’s failure to comply with Section 5.05(a) hereof (a “Reporting Event of Default”), will consist exclusively of the right to receive additional interest on the Securities (the “Supplementary Interest”) at a rate per year equal to 0.50% per annum of the Outstanding principal amount of the Securities for each day during such 180-day period as long as such Event of Default is continuing (subject to Section 6.04(c), in addition to any other additional interest that may accrue pursuant to Section 6.04(b)). If the Company so elects, such Supplementary Interest additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Securities. On the 181st day after such Event of Default (if the Reporting Event of Default is not cured or waived prior to such 181st day), the Securities will be subject to acceleration pursuant to Section 6.03. The provisions of this Section 6.04 will not affect the rights of Holders of Securities in the event of the occurrence of any Event of Default that is not a Reporting Event of Default. In the event the Company does not elect to pay the Supplementary Interest additional interest following an a Reporting Event of Default in accordance with this Section 6.04(a) or the Company elected to make such payment but does not pay the Supplementary Interest additional interest when due, the Securities will be immediately subject to acceleration as provided in Section 6.03. (b) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Securities, the Company fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the shares of Common issuable upon conversion of the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months preceding the sale (as a result of restrictions pursuant to U.S. securities laws), the Company shall pay additional interest on the Securities. Such additional interest shall accrue on the Securities at the rate of 0.50% per annum of the principal amount of the Securities Outstanding for each day during such period for which the Company’s failure to file has occurred and is continuing or the shares of Common Stock issuable upon conversion of the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that have been the Company’s Affiliates at any time during the three months preceding the sale. As used in this Section 6.04(b), documents or reports that the Company is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Company “furnishes” to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. In addition, if, and for so long as, the Restrictive Legend on the Securities has not been removed, the Securities are assigned a restricted CUSIP or the Securities or the shares of Common Stock issuable upon conversion of the Securities are not otherwise freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months preceding the sale (without restrictions pursuant to U.S. securities laws or the terms of the Indenture or the Securities) as of the 370th day after the last date of original issuance of the Securities, the Company shall pay additional interest on the Securities at a rate equal to 0.50% per annum of the principal amount of Securities Outstanding until the Restrictive Legend has been removed from the Securities, the Securities are assigned an unrestricted CUSIP and the Securities and the shares of Common Stock issuable upon conversion of the Securities are freely tradable by Holders other than the Company’s Affiliates or Holders that were the Company’s Affiliates at any time during the three months preceding the sale. Additional interest pursuant to this Section 6.04(b) will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Securities and, subject to Section 6.04(c), will be in addition to any other additional interest that may accrue pursuant to Section 6.04(a). (c) In no event will the additional interest payable pursuant to Section 6.04(a) together with the additional interest payable pursuant to Section 6.04(b) (collectively, the “Supplementary Interest”) accrue at a rate in excess of 0.50% per annum pursuant to the Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such additional interest. (d) In order to elect to pay the Supplementary Interest additional interest as the sole remedy during the first 180 days after the occurrence of a Reporting Event of Default, the Company must notify all Holders of Securities, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Securities will be immediately subject to acceleration as provided in Section 6.03.

Supplementary Interest. (a) Notwithstanding any provisions of the Indenture to the contrary, if the Company so elects, the sole remedy for an Event of Default relating to (i) the Company’s failure to file with the Trustee pursuant to Section 314(a)(1) of the Trust Indenture Act any documents or reports that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, or (ii) the CompanyGuarantor’s failure to comply with Section 5.05(a5.06(a) hereof (a “Reporting Event of Default”), will consist exclusively of the right to receive additional interest on the Securities (the “Supplementary Interest”) at a rate per year equal to (i) 0.25% per annum of the Outstanding principal amount of the Securities for the first 90 days of the 180-day period in which such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first occurs and (ii) 0.50% per annum of the Outstanding principal amount of the Securities for each day during the last 90 days of such 180-day period as long as such Event of Default is continuing (subject to Section 6.04(c), in addition to any other additional interest that may accrue pursuant to Section 6.04(b)). If the Company so elects, such Supplementary Interest additional interest will be payable in the same manner and on the same dates as the stated interest payable on the Securities. On the 181st day after such Event of Default (if the Reporting Event of Default is not cured or waived prior to such 181st day), the Securities will be subject to acceleration pursuant to Section 6.03. The provisions of this Section 6.04 will not affect the rights of Holders of Securities in the event of the occurrence of any Event of Default that is not a Reporting Event of Default. In the event the Company does not elect to pay the Supplementary Interest additional interest following an a Reporting Event of Default in accordance with this Section 6.04(a) or the Company elected to make such payment but does not pay the Supplementary Interest additional interest when due, the Securities will be immediately subject to acceleration as provided in Section 6.03. (b) . In order to elect to pay the Supplementary Interest additional interest as the sole remedy during the first 180 days after the occurrence of a Reporting Event of Default, the Company must notify all Holders of Securities, the Trustee and the Paying Agent of such election prior to the beginning of such 180-day period. Upon the Company’s failure to timely give such notice, the Securities will be immediately subject to acceleration as provided in Section 6.03. (b) If, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Securities, the Guarantor fails to timely file any document or report that it is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than current reports on Form 8-K), or the Common Shares issuable upon exchange of the Securities are not otherwise freely tradable by Holders other than the Guarantor’s Affiliates or Holders that were the Guarantor’s Affiliates at any time during the three months preceding the sale (as a result of restrictions pursuant to U.S. securities laws), the Company shall pay additional interest on the Securities. Such additional interest shall accrue on the Securities at the rate of 0.50% per annum of the principal amount of the Securities Outstanding for each day during such period for which the Guarantor’s failure to file has occurred and is continuing or the Common Shares issuable upon exchange of the Securities are not otherwise freely tradable by Holders other than the Guarantor’s Affiliates or Holders that have been the Guarantor’s Affiliates at any time during the three months preceding the sale. As used in this Section 6.04(b), documents or reports that the Guarantor is required to “file” with the Commission pursuant to Section 13 or 15(d) of the Exchange Act does not include documents or reports that the Guarantor “furnishes” to the Commission pursuant to Section 13 or 15(d) of the Exchange Act. In addition, if, and for so long as, the Restrictive Legend on the Securities has not been removed, the Securities are assigned a restricted CUSIP or the Securities or the Common Shares issuable upon exchange of the Securities are not otherwise freely tradable by Holders other than the Company’s or the Guarantor’s Affiliates or Holders that were the Company’s or the Guarantor’s Affiliates at any time during the three months preceding the sale (without restrictions pursuant to U.S. securities laws or the terms of the Indenture or the Securities) as of the 370th day after the last date of original issuance of the Securities, the Company shall pay additional interest on the Securities at a rate equal to 0.50% per annum of the principal amount of Securities Outstanding until the Restrictive Legend has been removed from the Securities, the Securities are assigned an unrestricted CUSIP and the Securities and the Common Shares issuable upon exchange of the Securities are freely tradable by Holders other than the Company’s or the Guarantor’s Affiliates or Holders that were the Company’s or the Guarantor’s Affiliates at any time during the three months preceding the sale. Additional interest pursuant to this Section 6.04(b) will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Securities and, subject to Section 6.04(c), will be in addition to any other additional interest that may accrue pursuant to Section 6.04(a). (c) In no event will the additional interest payable pursuant to Section 6.04(a) together with the additional interest payable pursuant to Section 6.04(b) (collectively, the “Supplementary Interest”) accrue at a rate in excess of 0.50% per annum pursuant to the Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such additional interest.