SPIN
I've tried to follow your reasoning and tried to understand the terms of the filing. The starting point of the 2.0% is simply not clear. I would read it starting after the Effectiveness Date but the clause could clearly be more explicit. When it comes to the 1.5% interest, I don't reach the smae conclusion as you either. I read interest on not paying the liquidated damages to be interest on the amount that is owed. So that is 1.25% per month on the amount owed. In my interpretation it is .00125 times $142,000 which is a small amount - even with your 400,000 it is relatively small. I can't read interest as being applied to the entire $7 million - that would amount to 60% per month.
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the Liquidated Damages provision states:
equal to 2.0% per month of (i) the Subscription Amount paid by such Holder pursuant to the Purchase Agreement for Registrable Securities then held by such Holder and covered (or to be covered) by the Registration Statement..."
my read on this clause is that if the S-3 is not approved w/in 90 days of the Closing Date, Wave must pay the PPers 2% per month (which is 24% Annual Percentage Rate (APR)) of the total subscription ($7.1M x .02 = $142,000/month). nevermind the fact that prime is 1/6 of this rate. i translate the language of the agreement to require Wave to pay the PPers an amount not less than $426K & not later than 02/24/04.
only if those payment obligations should go into default (failure to pay the $142K (x3) after 7 days) does the additional 15% APR kick in (1.25% monthly, or $88,750, or $230,750 per month (for 3 months) if in default). If Wave fails to make the $426K payment in a timely manner, an additional $266,250 would arguably be due for the 3 months, for a total of $692,250. my interpretation might be wrong & the terms might be construed far more leniently...
d to understand what you wrote and tried to understand the details of the filing.