Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) an Exchange Offer Registration Statement has not been filed within 120 days of the Issue Date;
(ii) an Exchange Offer Registration Statement has not been declared effective within 180 days of the Issue Date;
(iii) neither the Registered Exchange Offer is consummated, nor, if required in lieu thereof, has the Shelf Registration Statement become effective, within 225 days of the Issue Date;
(iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement becomes effective (A) such Registration Statement thereafter ceases to be or is not effective; or (B) such Registration Statement or the related prospectus ceases to be or is not usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such 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, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective, then Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25% per annum, plus an additional 0.25% per annum from and during any period in which a Registration Default has continued for more than 90 days, up to a maximum rate of 0.50% per annum. In no event will Additional Interest accrue on the Initial Securities at a rate exceeding 0.50% per annum.
(b) A Registration Default referred to in Section 7(a)(iv) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) s...
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Transfer Restricted Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) if the Registered Exchange Offer is not consummated on or prior to the Consummation Deadline;
(ii) if obligated to file the Shelf Registration Statement and the Company fails to file the Shelf Registration Statement with the Commission on or prior to the 90th day after such filing obligation arises;
(iii) if obligated to file a Shelf Registration Statement and the Shelf Registration Statement is not declared effective by the Commission on or prior to the 180th day after the obligation to file a Shelf Registration Statement arises; or
(iv) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective, or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b) below) in connection with resales of Transfer Restricted Securities, in either case during the periods specified herein for any reason, including, but not limited to the following: (1) any event occurs as a result of which the related prospectus forming part of such 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, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) such Registration Statement is a Shelf Registration Statement that has expired before a replacement Shelf Registration Statement has become effective causing an interruption in the ability of Holders of Transfer Restricted Securities covered by the expiring Shelf Registration Statement to make registered dispositions. Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest rate otherwise payable on such Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, at a rate of 0.25 percent per annum for the first 90 day ...
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Initial Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below a “Registration Default”):
(i) If the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 330th day after the Issue Date;
(ii) If neither the Registered Exchange Offer is consummated within 360 days after the Issue Date nor, if required in lieu thereof, the Shelf Registration Statement has become effective within 270 days after the date, if any, on which the Company became obligated to file the Shelf Registration Statement;
(iii) If after the Exchange Offer Registration Statement is declared effective such Registration Statement thereafter ceases to be effective or usable (except as permitted in paragraph (b) in connection with resales of Transfer Restricted Securities) prior to the consummation of the Registered Exchange Offer (unless such ineffectiveness is cured within the 330-day period described in Section 6(a)(i) above); or
(iv) If after the Shelf Registration Statement, if applicable, is declared (or becomes automatically) effective, and for a period of time that exceeds 180 days in the aggregate in any 12-month period in which the Registration Statement is required to be effective (A) such Registration Statement thereafter ceases to be effective during the period required herein; or (B) such Registration Statement or the related prospectus ceases to be usable (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities during the periods specified herein because either (1) any event occurs as a result of which the related prospectus forming part of such 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, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder, or (3) the Registration Statement has expired before a replacement Shelf Registration Statement has become effective. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Securities from and including the date on which any such Regis...
Additional Interest Under Certain Circumstances. (a) Additional interest with respect to the Initial Securities (the “Additional Interest”) shall be assessed as follows if any of the following events occur (each such event in clause (i) and (ii) below, a “Registration Default”):
(i) The Exchange Offer has not been completed on or prior to the 360th day after the Issue Date; or
(ii) If, pursuant to the terms of Section 2 above, the Company is required to file a Shelf Registration Statement, the Shelf Registration Statement has not been declared effective by the Commission on or prior to the 360th day after the Issue Date or, if the Company is required to file a Shelf Registration Statement with respect to any unsold allotment of Initial Securities held by any Initial Purchaser, the Shelf Registration Statement has not been declared effective by the Commission by the later of (A) the 360th day after the Issue Date and (B) the 180th day after the date on which such Initial Purchaser requests that the Company file a Shelf Registration Statement with respect to such Initial Securities. Additional Interest shall accrue on the Initial Securities over and above the interest set forth in the title of the Initial Securities from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have been cured, as follows: with respect to the first 90-day period immediately following the occurrence of the first Registration Default, Additional Interest will be paid in an amount equal to 0.25% per annum of the principal amount of Initial Securities; and with respect to each subsequent 90-day period until all Registration Defaults have been cured, Additional Interest will increase by an additional 0.25% per annum with respect to such periods, up to a maximum amount of Additional Interest for all Registration Defaults of 0.50% per annum of the principal amount of Initial Securities for any period after the first 90-day period immediately following the occurrence of the first Registration Default. Following the cure of all Registration Defaults relating to any Initial Securities, Additional Interest shall cease to accrue with respect to such securities.
(b) Notwithstanding the foregoing, a Registration Default referred to in Section 6(a) hereof shall be deemed not to have occurred and be continuing, and the Company shall have no obligation to pay Additional Interest as a result of such Registration Default, if such Registration Default has occurr...
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to each Transfer Restricted Security in a series shall be assessed as follows if either of the following events occur (each such event in clauses (i) and (ii) below being herein called a “Registration Default”):
(i) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline; or
(ii) on and after the applicable Effectiveness Deadline (plus an additional 30 days in respect of the Exchange Offer Registration Statement), any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or (B) such Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities of such series during the periods specified herein because (1) any event occurs as a result of which the related prospectus forming part of such 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, (2) it shall be necessary to amend such Registration Statement or supplement the related prospectus to comply with the Securities Act or the Exchange Act or the respective rules thereunder or (3) of a Suspension by the Company in accordance with Section 3(w) hereof. Each of the foregoing will constitute a Registration Default whatever the reason for any such event and whether it is voluntary or involuntary or is beyond the control of the Company or pursuant to operation of law or as a result of any action or inaction by the Commission. Additional Interest shall accrue on each Transfer Restricted Security over and above the interest set forth in the title of such Transfer Restricted Security from and including the date on which any such Registration Default shall occur to but excluding the date on which all such Registration Defaults have ceased to be continuing, at a rate of 0.50% per annum (the “Additional Interest Rate”).
(b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not to have occurred and be continuing in relation to a Shelf Registration Statement or the related prospectus if (i) such Registration Default has occurred solely as a result of (x) the filing of a post-effective a...
Additional Interest Under Certain Circumstances. (a) Additional interest at a rate of 0.5% per annum of the principal amount of the Notes (the "Additional Interest") shall be assessed as follows:
(i) if the Demand Registration Statement is not declared effective by the Commission on or prior to the date that is 150 days after the receipt by the Issuers of a Demand Notice in respect of such Demand Registration, then commencing on the 151st day after the receipt of such Demand Notice, Additional Interest shall be assessed on the Notes; and
(ii) if a Demand Registration Statement has been declared effective and it ceases to be effective prior to the earlier of the maturity date of the Notes or the disposition of all Notes registered thereunder, then Additional Interest shall be assessed on the Notes commencing on the day such Demand Registration Statement ceases to be effective; provided, however, that (1) upon the effectiveness of the Demand Registration Statement in the case of (a)(i) above, or (2) upon the effectiveness of the Demand Registration Statement which has ceased to remain effective prior to the earlier of the maturity date of the Notes or the disposition of all Notes registered thereunder, in the case of (a)(ii) above, Additional Interest on the Notes as a result of such clause (i) or (ii) shall immediately cease to accrue."
(e) Section 6(b) of the Registration Rights Agreement is hereby amended by deleting the comma and the words "or (iii)" from the second line thereof and adding the word "or" after the reference to "clause (i)" in the second line thereof. Section 6(c) of the Registration Rights Agreement is deleted in its entirety.
(f) Section 7(b) of the Registration Rights Agreement is hereby amended and restated in its entirety to read as follows:
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below being herein called a “Registration Default”):
Additional Interest Under Certain Circumstances. If the Shelf Registration Statement is not filed with the Commission within 60 days after the date hereof, then on the 61st day after the date hereof, and on each date which is 30 days after such date until such time as the Shelf Registration Statement is filed with the Commission, the Company shall make a cash payment to the Holders of the Initial Securities equal to $5 for each $1,000 principal amount of the Initial Securities held. If the Shelf Registration Statement is not declared effective by the Commission within 120 days after the date hereof, then on the 121st day after the date hereof, the Company shall make a cash payment to the Holders of the Initial Securities equal to $10 for each $1,000 principal amount of the Initial Securities held. If the Shelf Registration Statement is not declared effective by the Commission within 180 days after the date hereof, then on the 181st day after the date hereof (or the 5th day after the date on which such Shelf Registration Statement ceases to be effective or usable by the Investor for any reason for any period other than any Permitted Blackout Period (as defined below)) and on each date which is 90 days after any such date, the Company shall make a cash payment to the Holders of the Initial Securities equal to $15 for each $1,000 principal amount of the Initial Securities held, until such time as the Shelf Registration Statement shall be declared effective by the Commission or is otherwise available for use by the Holders to publicly resell the Securities, at which time the Company's obligation to make such cash payments shall cease. No additional interest shall be payable on the Initial Securities due to any delay in having the Shelf Registration Statement declared effective by the Commission.
Additional Interest Under Certain Circumstances. (a) Additional interest (the “Additional Interest”) with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iv) below being herein called a “Registration Default”):
(i) any Registration Statement required by this Agreement is not filed with the Commission on or prior to the applicable Filing Deadline;
(ii) any Registration Statement required by this Agreement is not declared effective by the Commission on or prior to the applicable Effectiveness Deadline;
(iii) the Registered Exchange Offer has not been consummated on or prior to the Consummation Deadline; or
(iv) any Registration Statement required by this Agreement has been declared effective by the Commission but (A) such Registration Statement thereafter ceases to be effective or
Additional Interest Under Certain Circumstances. (a) Except as set forth in paragraph 5(b), Additional interest (the "Additional Interest") with respect to the Securities shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below being herein called a "Registration Default"):
(i) if after the 90th day after the first date of original issuance of the Debentures, the Shelf Registration Statement has not been filed with the Commission;
(ii) if after the 180th day after the first date of original issuance of the Debentures, the Shelf Registration Statement has not been declared effective by the Commission; or
(iii) if after the Shelf Registration Statement is declared effective (A) the Shelf Registration Statement thereafter ceases to be effective; or (B) the Shelf Registration Statement or the related prospectus ceases to be usable in connection with resales of Transfer Restricted Securities (as defined below) during the periods specified herein because either (1) any event occurs as a result of which the related 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, or (2) it shall be necessary to amend such Shelf Registration Statement or supplement the related prospectus, to comply with the Securities Act or the Exchange Act or the respective rules thereunder.
