Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Initial Purchasers. Very truly yours, Kansas City Southern de México, S.A. de C.V. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Attorney-in-fact [Signature page to KCSM Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC Acting severally on behalf of themselves and the several Initial Purchasers. By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director ANNEX A Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The company has agreed that, starting on the expiration date and ending on the close of business 180 days after the expiration date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Di...
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its Affiliates (other than subsequent Holders of Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company or any of its Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Notes Held by the Company, etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
Notes Held by the Company, etc. Solely for the purpose of determining whether the Noteholders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the Noteholders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or the shares of Common Stock issuable upon conversion thereof is required hereunder, Notes or the shares of Common Stock issued upon conversion thereof held by the Company or its Affiliates (other than subsequent Holders of Notes or the Common Stock issued upon conversion thereof if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes or New Notes is required hereunder, Notes or New Notes, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Notes or New Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes or New Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a building agreement among the Company, the Guarantor and the several Initial Purchasers. Very truly yours, Xxxxxx'x Operating Company, Inc. By: /s/ XXXXXXX X. XXXXXX -------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer Xxxxxx'x Entertainment, Inc. By: /s/ XXXXXXX X. XXXXXX -------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX XXXXXX INC. COMMERZBANK CAPITAL MARKETS CORP. BANC OF AMERICA SECURITIES LLC FLEET SECURITIES, INC. XXXXX FARGO BROKERAGE SERVICES, LLC CREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX INC. XX XXXXX SECURITIES CORPORATION CIBC WORLD MARKETS CORP. CREDIT LYONNAIS SECURITIES (USA) INC. SCOTIA CAPITAL (USA) INC. BEAR XXXXXXX & CO. INC. XXXXXXX, XXXXX & CO. JEFFERIES & CO., INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: XXXXXXX XXXXX BARNEY INC. By: /s/ XXXX XXXXXXXXX --------------------------------- Name: Xxxx Xxxxxxxxx Title: Director ANNEX A Each Broker-Dealer that receives New Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a Broker-Dealer in connection with resales of New Notes received in exchange for Notes where such Notes were acquired by such Broker-Dealer as a result of market-...
Notes Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Notes or Exchange Notes is required hereunder, Transfer Restricted Notes or Exchange Notes held by the Company, the Guarantors or any of their respective Affiliates (other than subsequent Holders of Transfer Restricted Notes or Exchange Notes if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between and among the Company, the Guarantors and the Initial Purchaser. Very truly yours, ARMOR HOLDINGS, INC. By: ----------------------------------- Name: Title: SUBSIDIARY GUARANTORS 911EP, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President AHI PROPERTIES I, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR BRANDS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS FORENSICS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS GP, LLC, a Delaware company By: ----------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS LP, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS MOBILE SECURITY, L.L.C., a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PAYROLL SERVICES, LLC, a Delaware company By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Manager ARMOR HOLDINGS PRODUCTS, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR HOLDINGS PROPERTIES, INC., a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President ARMOR SAFETY PRODUCTS COMPANY, a Delaware corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President B-SQUARE, INC., a Texas corporation By: ---------------------------------- Name: Xxxxxx X. Xxxxxxxx Title: Vice President BREAK-FREE ARMOR CORP., a Delaware corporation By: ...
Notes Held by the Company, etc. Whenever the consent or approval of holders of a specified percentage of principal amount of Registrable Notes is required hereunder, Registrable Notes held by the Company or any of its Affiliates (other than subsequent holders of Registrable Notes if such subsequent holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Notes) shall not be counted in determining whether such consent or approval was given by the holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, EDISON MISSION ENERGY By: /s/ Xxxxx X. Xxxxx ---------------------------------- Name: Xxxxx X. Xxxxx Title: Sr. Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS INC. XX XXXXX SECURITIES CORP. By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxx Xxxx ------------------------------------ Name: Xxxxxxxx Xxxx Title: Managing Director
Notes Held by the Company, etc. Solely for the purpose of determining whether the holders of the requisite percentage of the unpaid principal amount of Notes then outstanding have approved or consented to any amendment, waiver or consent to be given under this Agreement, the Notes or the Indemnity Letter, or have directed the taking of any action provided herein, in the Notes or the Indemnity Letter to be taken upon the direction of the holders of a specified percentage of the unpaid principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
