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S-4
RENAISSANCE MEDIA GROUP LLC filed this Form S-4 on 06/12/1998
Entire Document
 
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addition to the accrual of original issue discount during the period ending
April 15, 2003 and in addition to interest otherwise due on the Notes after such
date) will accrue from October 9, 1998 at a rate of 0.5% per annum of the
accreted value of the Notes on the preceding semi-annual accrual date and be
payable in cash semi-annually commencing April 15, 1999 until the Exchange Offer
is consummated or the Shelf Registration Statement is declared effective.

          (e) Without limiting the remedies available to the Placement Agent and
the Holders, each of the Guarantor and the Obligors acknowledges that any
failure by the Guarantor and the Obligors to comply with its obligations under
Section 2(a) and Section 2(b) hereof may result in material irreparable injury
to the Placement Agent or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely
and that, in the event of any such failure, the Placement Agent or any Holder
may obtain such relief as may be required to specifically enforce the
Guarantor's and the Obligors' obligations under Section 2(a) and Section 2(b)
hereof.

          (f) No Holder of Registrable Notes may include any of its Registrable
Notes in any Shelf Registration pursuant to this Agreement unless and until such
Holder furnishes to the Companies in writing, within 20 days after receipt of a
request therefor, such information as the Companies reasonably request,
including the information specified in Item 507 or 508 of Regulation S-K, as
applicable, for use in connection with any Shelf Registration or Prospectus or
preliminary prospectus included therein. No Holder of Registrable Notes shall be
entitled to the additional interest provided for in Section 2(d) that would
otherwise accrue or be payable during the period of time commencing with the end
of the 20 day period and ending on the date the requested information is
provided to the Companies.

          3.   Registration Procedures.
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          In connection with the obligations of the Guarantor and the Obligors
with respect to the Registration Statements pursuant to Section 2(a) and Section
2(b) hereof, the Guarantor and the Obligors shall as expeditiously as possible:

          (a) prepare and file with the SEC a Registration Statement on the
     appropriate form under the 1933 Act, which form (x) shall be selected by
     the Guarantor and the Obligors and (y) shall, in the case of a Shelf
     Registration, be available for the sale of the Registrable Notes by the
     selling Holders thereof and (z) shall comply as to form in all material
     respects with the requirements of the applicable form and include all
     financial statements required by the SEC to be filed therewith, and use its
     best efforts to cause such Registration Statement to become effective and
     remain effective in accordance with Section 2 hereof;