Exchange and Registration Rights Agreement. The Company and the Participant hereby acknowledge and agree that for so long as the Participant is the holder of the Note:
Exchange and Registration Rights Agreement. The Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.
Exchange and Registration Rights Agreement. The Company shall comply with all provisions and obligations of the Exchange and Registration Rights Agreement and shall comply with all applicable federal and state securities laws in connection therewith.
Exchange and Registration Rights Agreement. May 18, 2005 Gxxxxxx, Sxxxx & Co. 80 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Berkshire Hathaway Finance Corporation, a Delaware corporation (the “Issuer”), proposes to issue and sell to the Purchaser (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $700,000,000 aggregate principal amount of its 4.75% Senior Notes due May 15, 2012 (the “2012 Notes”) and $800,000,000 aggregate principal amount of its Floating Rate Senior Notes due May 16, 2008 (the “2008 Notes” and, together with the 2012 Notes, the “Notes”), which are unconditionally and irrevocably guaranteed as to the payment of principal and interest (including special interest, if any) by Berkshire Hathaway Inc., a Delaware corporation (the “Guarantor”). As an inducement to the Purchaser to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchaser thereunder, the Issuer and the Guarantor, jointly and severally, agree with the Purchaser for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights Agreement. August 6, 2012 Xxxxxxx, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 As representatives (the “Representatives”) of the several Purchasers (as defined below) Ladies and Gentlemen: Isabelle Acquisition Sub Inc., a Delaware corporation (“Merger Sub”) proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $365,000,000 in aggregate principal amount of its 10% / 10.75% Senior Notes due 2018. The Securities are being issued in connection with the acquisition by investment funds affiliated with, and one or more co-investment vehicles controlled by, GS Capital Partners L.P. and P2 Capital Partners, LLC (collectively, the “New Sponsors”), indirectly through Isabelle Holding Company, Inc., a Delaware corporation (“Parent”), of all of the outstanding equity interests of Interline Brands, Inc., a Delaware corporation (“Interline,” or the “Company”). Parent and Merger Sub have entered into an Agreement and Plan of Merger, dated as of May 29, 2012 (as amended from time to time, the “Merger Agreement”), with the Company, pursuant to which Parent will acquire the Company through the merger of Merger Sub, a direct wholly-owned subsidiary of Parent, with and into the Company, with Interline surviving the merger, as set forth in the Merger Agreement (the “Merger”). Immediately prior to the Merger, the New Sponsors will make an investment in the common stock of the Parent, which, in turn, will contribute such proceeds to Merger Sub. Immediately after consummation of the Merger, Interline shall execute and deliver a joinder agreement (the “Joinder Agreement”) substantially in the form attached hereto as Exhibit A, whereby Interline will agree to observe and fully perform all of the rights, obligations and liabilities contemplated herein as if it were an original signatory hereto. The representations, warranties, authorizations, acknowledgements, covenants and agreements of Interline under this Agreement shall not become effective until the execution of the Joinder Agreement, at which time such representations, warranties, authorizations, acknowledgements, covenants and agreements shall become effective as if made on the date hereof pursuant to the terms of the Joinder Agreement. Any reference herein to the Company shall be deemed to refer only to Merger Sub prior to the Merger and to Interline a...
Exchange and Registration Rights Agreement. October 4, 2005 Xxxxxxx, Xxxxx & Co., Bear, Xxxxxxx & Co. Inc. and Xxxxxxxxx & Company, Inc., As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/x Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: Xxxxxxxx Offshore Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $75,000,000 aggregate principal amount of the Company’s 6.125% Senior Notes due 2014, which are unconditionally guaranteed by Energy Services Puerto Rico, LLC, Xxxxxxxx Offshore Services, LLC, Xxxxxxxx Offshore Transportation, LLC, Xxxxxxxx Offshore Operators, LLC, HOS-IV, LLC and Xxxxxxxx Offshore Trinidad & Tobago, LLC. As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company (as defined herein) and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights Agreement. April 9, 2010 Xxxxxxx, Xxxxx & Co., As Representative of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Valeant Pharmaceuticals International, a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $400,000,000 in aggregate principal amount of its 7.625% Senior Notes due 2020, which are unconditionally guaranteed by certain of the Company’s subsidiaries listed on the signature pages hereof (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights Agreement. February 11, 2005 Xxxxxxx, Xxxxx & Co., Bear, Xxxxxxx & Co., Inc. As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Xxxxx & Co. 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: DI Finance Sub LLC, a Delaware limited liability company (“DI Finance”), to be merged with and into DynCorp International LLC, a Delaware limited liability company (“DynCorp International” and together with DI Finance, the “Company”), and DIV Capital Corporation, a wholly-owned subsidiary of the Company with nominal assets that conducts no operations (“DIV Capital,” and together with the Company, the “Issuers”) propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 9.500% Senior Subordinated Notes, due 2013, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights Agreement. June 1, 2012 Xxxxxxx, Xxxxx & Co., Xxxxxx Xxxxxxx & Co. LLC As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Ladies and Gentlemen: Global Brass and Copper, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $375 million in aggregate principal amount of its 9.500% Senior Secured Notes due 2019, which are unconditionally guaranteed by the guarantors named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
Exchange and Registration Rights Agreement. December 23, 2003 Xxxxxxx, Xxxxx & Co., UBS Securities LLC As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/x Xxxxxxx, Xxxxx & Co. 00 Xxxxx Xxxxxx New York, New York 10004 Ladies and Gentlemen: KRATON Polymers LLC, a Delaware limited liability company (the “Company”) and KRATON Polymers Capital Corporation, a Delaware corporation (“KRATON Capital” and together with the Company, the “Issuers”) propose to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 8.125% Senior Subordinated Notes due 2014, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
