Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 Issuers, the Company, Parent Guarantor and the Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
Appears in 1 contract
Samples: CAESARS ENTERTAINMENT Corp
Securities Held by the Company, etc. Whenever the consent or ----------------------------------- approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers, the Company, Parent Guarantor Company and the Initial Purchasersyou. Very truly yours, CAESARS OPERATING ESCROW LLC MCLEODUSA INCORPORATED By: Caesars Entertainment Operating Xxxxx Xxxxx -------------------------- Name: Title: Accepted in New York, New York July 21, 1997 SALOMON BROTHERS INC By: Xxx Xxxxxx ----------------------- Name: Xxx Xxxxxx Title: Vice President BEAR, XXXXXXX & CO. INC. By: Xxxxxx X. Xxxxx, Xx. ----------------------- Name: Xxxxxx X. Xxxxx, Xx. Title: Managing Director XXXXXX XXXXXXX & CO. INCORPORATED By: Xxxxxx X. Xxxxxxxxxx ------------------------ Name: Xxxxxx X. Xxxxxxxxxx Title: Principal [FORM OF OFFERING MEMORANDUM DESCRIPTION OF REGISTRATION AGREEMENT] EXCHANGE OFFER; REGISTRATION RIGHTS The Company and the Initial Purchasers will enter into the Registration Agreement on or prior to the Closing Date. The Company will agree, pursuant to the Registration Agreement with the Initial Purchasers, for the benefit of the holders, that the Company will, at its cost, (i) no later than 60 days after the Closing Date file the Exchange Offer Registration Statement with the Commission relating to the Registered Exchange Offer to exchange the Notes for Exchange Notes having terms substantially identical in all material respects to the Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions) and (ii) use its best efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act not later than 150 days after the Closing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company will offer the Exchange Notes in exchange for surrender of the Notes. The Company will keep the Registered Exchange Offer open for not less than 30 days and not more than 45 days (or longer if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the holders. For each Note surrendered to the Company pursuant to the Registered Exchange Offer, the holder of such Note will receive an Exchange Note having a principal amount equal to that of the surrendered Note. Interest on each Exchange Note will accrue from the last Interest Payment Date on which interest was paid on the Note surrendered in exchange therefor, or, if no interest has been paid on such Note, from the date of its original issue. Under existing Commission interpretations, the Exchange Notes would be freely transferable by holders other than affiliates of the Company after the Registered Exchange Offer without further registration under the Securities Act if the holder of the Exchange Notes represents that it is acquiring the Exchange Notes in the ordinary course of its business, that it has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes and that it is not an affiliate of the Company, Inc.as such terms are interpreted by the Commission; provided that broker- dealers ("Participating Broker-Dealers") receiving Exchange Notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to resales of such Exchange Notes. The Commission has taken the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to Exchange Notes (other than a resale of an unsold allotment from the original sale of the Notes) with the prospectus contained in the Exchange Offer Registration Statement. Under the Registration Agreement, the Company is required to allow Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements to use the prospectus contained in the Exchange Offer Registration Statement in connection with the resale of such Exchange Notes. A holder of Notes (other than certain specified holders) who wishes to exchange such Notes for Exchange Notes in the Registered Exchange Offer will be required to represent that any Exchange Notes to be received by it will be acquired in the ordinary course of its business, and that at the time of the commencement of the Registered Exchange Offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes and that it is not an "affiliate" of the Company, as sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as defined in Rule 405 of the Securities Act, or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. In the event that applicable interpretations of the staff of the Commission do not permit the Company to effect such a Registered Exchange Offer, or if for any other reason the Registered Exchange Offer is not consummated within 180 days after the Closing Date, or if the Initial Purchasers so request with respect to Notes not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer, or if any holder of Notes does not receive freely tradeable Exchange Notes in the Registered Exchange Offer, the Company will, at its cost, (a) as promptly as practicable, file a Shelf Registration Statement covering resales of the Notes or the Exchange Notes, as the case may be, (b) use its best efforts to cause the Shelf Registration Statement to be declared effective under the Securities Act and (c) keep the Shelf Registration Statement effective until two years after its effective date or such shorter period ending when all resales of Notes or Exchange Notes covered by such Shelf Registration Statement have been made. The Company will, in the event a Shelf Registration Statement is filed, among other things, provide to each holder for whom such Shelf Registration Statement was filed copies of the prospectus which is a part of the Shelf Registration Statement, notify each such holder when the Shelf Registration Statement has become effective and take certain other actions as are required to permit unrestricted resales of the Notes or the Exchange Notes, as the case may be. A holder selling such Notes or Exchange Notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Agreement which are applicable to such holder (including certain indemnification obligations). If (i) within 60 days after the Closing Date, neither the Exchange Offer Registration Statement nor the Shelf Registration Statement has been filed with the Commission; (ii) within 150 days after the Closing Date the Exchange Offer Registration Statement has not been declared effective; (iii) within 180 days after the Closing Date, neither the Registered Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective; or (iv) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in the Registration Agreement, Special Interest will accrue and be payable semi-annually on the Notes and the Exchange Notes (in addition to the stated interest on the Notes and the Exchange Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Special Interest will accrue and be payable semi-annually at a rate of 0.50% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 2.00% per annum in the aggregate regardless of the number of Registration Defaults. The summary herein of certain provisions of the Registration Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Agreement, a copy of which is available upon request to the Company. 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 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 Securities received in exchange for Securities where such New 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 (as defined herein) and ending on the close of business on the first above writtenanniversary of the Expiration Date, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each broker-dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION -------------------- 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. 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 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 on the first anniversary of the Expiration Date, it will make this Prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. The Company will not receive any proceeds from any sale of New Securities by broker-dealers. New Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the New Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such New Securities. Any broker-dealer that resells New Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such New Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit of any such resale of New Securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that by acknowledging that it will deliver 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. For a period of 1 year after the Expiration Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. [If applicable, add information required by Regulation S-K Items 507 and/or 508.] ANNEX D CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name:________________________________ Address:_____________________________ _____________________________ Rider B -------
Appears in 1 contract
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 Agreement and your acceptance shall represent a binding agreement between the Issuers, among the Company, Parent Guarantor the Guarantors and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC XXXXX BROS. CORPORATION By: Caesars Entertainment Operating Company, Inc., as sole member By: /s/ Xxxxxxxx Xxxxxx X. Xxxxxxxx Xxxx ------------------------------------- Name: Xxxxxxxx Xxxxxx X. Xxxxxxxx Xxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX XXXXXX INC. DEUTSCHE BANK SECURITIES INC. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED MCDONALD INVESTMENTS INC. SUNTRUST CAPITAL MARKETS, INC. NATCITY INVESTMENTS, INC. ING FINANCIAL MARKETS LLC U.S. BANCORP XXXXX XXXXXXX INC. HUNTINGTON CAPITAL CORP. By: XXXXXXX XXXXX XXXXXX INC. By: /s/ Xxxx Xxxxxxxx ------------------------------ Name: Xxxx Xxxxxxxx Title: Vice President SUBSIDIARY GUARANTORS AMERICAN FLANGE & MANUFACTURING CO., INC. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President BARZON CORPORATION By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President GREAT LAKES CORRUGATED CORP. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President GREIF BROS. CORP. OF OHIO, INC. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President GREIF BROS. SERVICE CORP. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President SIRCO SYSTEMS, LLC By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President SOTERRA LLC By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President TAINER TRANSPORT, INC. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President TREND-PAK, INC. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President GREIF CONTAINERS, INC. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President GREIF U.S. HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxx -------------------------------------- Name: Xxxxxx X. Xxxx Title: Vice President 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 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 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 (as defined herein) and ending on the close of business one year 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 Distribution." ANNEX B Each Broker-Dealer that receives New Securities for its own account in exchange for Securities, where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such New Securities. See "Plan of Distribution." ANNEX C
Appears in 1 contract
Samples: Registration Rights Agreement (Greif Brothers Corp)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company Company, the Guarantors or its or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 IssuersCompany, the Company, Parent Guarantor Guarantors and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC ByCOMPANY: Caesars Entertainment Operating Company, Inc., as sole member NOVELIS INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxx -------------------------------------- Name: Xxxxxxxx X. Xxxxxxxx Xxxx Title: Senior Vice President and Chief Financial Officer & Treasurer CAESARS ESCROW US GUARANTORS: NOVELIS CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxx -------------------------------------- Name: Xxxxxxxx X. Xxxxxxxx Xxxx Title: Senior Vice President CAESARS ENTERTAINMENT Attorney-in-Fact EUROFOIL INC. (USA) By: /s/ Xxxxxxxx X. Xxxx -------------------------------------- Name: Xxxxxxxx X. Xxxx Title: Attorney-in-Fact NOVELIS PAE CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxx -------------------------------------- Name: Xxxxxxxx X. Xxxxxxxx Xxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Attorney-in-Fact CANADIAN GUARANTORS: NOVELIS CAST HOUSE TECHNOLOGY LTD. By: /s/ Xxxxxxxx X. Xxxx -------------------------------------- Name: Xxxxxxxx X. Xxxx Title: Attorney-in-Fact Signature Page to Novelis Inc.'s Registration Rights Agreement is hereby confirmed and accepted as of the date first above written.4260848 CANADA INC. By: /s/ Xxxxxxxx X. Xxxx --------------------------------------- Name: Xxxxxxxx X. Xxxx Title: Attorney-in-Fact 4260856 CANADA INC. By: /s/ Xxxxxxxx X. Xxxx --------------------------------------- Name: Xxxxxxxx X. Xxxx Title: Attorney-in-Fact UK SUBSIDIARY GUARANTORS: NOVELIS EUROPE HOLDINGS LTD. By its duly appointed attorney: /s/ Xxxxxxxx X. Xxxx --------------------------------------- Name: Xxxxxxxx X. Xxxx NOVELIS UK LTD. By its duly appointed attorney: /s/ Xxxxxxxx X. Xxxx --------------------------------------- Name: Xxxxxxxx X. Xxxx Signature Page to Novelis Inc.'s Registration Rights Agreement BRAZILIAN GUARANTOR: NOVELIS DO BRASIL LTDA. By: /s/ Xxxxxxxx X. Xxxx --------------------------------------- Name: Xxxxxxxx X. Xxxx Title: Attorney-in-Fact Witnesses: 1. /s/ Xxxxxxxxx X.Xxxxxxxxx -----------------------------------
Appears in 1 contract
Samples: Novelis Inc.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company Company, the Guarantors or its their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 IssuersCompany, the Company, Parent Guarantor Guarantors and the Initial Purchasers. Very truly yoursXerium Technologies, CAESARS OPERATING ESCROW LLC Inc. By: Caesars Entertainment Operating Company, Inc., as sole member /s/ Xxxxxxx X. Light Name: Xxxxxxx X. Light Title: President and Chief Executive Officer GUARANTORS Xxxxx Licensco Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President Chief Financial Officer & Secretary and Treasurer CAESARS ESCROW CORPORATION Robec Brazil LLC By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION Secretary Xxxxx Xxxxxxxx LLC By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President Chief Financial Officer & Secretary and Treasurer Xxxxx Xxxxxxxx Licensco LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary and Treasurer Wangner Itelpa I LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary Wangner Itelpa II LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary Weavexx, LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary and Treasurer Xerium III (US) Limited By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary and Treasurer Xerium IV (US) Limited By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary and Treasurer Xerium V (US) Limited By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary and Treasurer Xerium Asia, LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary and Treasurer XTI LLC By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Director Xxxxxxxxx & Company, Inc. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director For themselves and the other several Initial Purchasers 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, for a period of 90 days after the date of this prospectus, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution.” ANNEX C
Appears in 1 contract
Securities Held by the Company, etc. Whenever the ------------------------------------ consent or approval of Holders of a specified number, or percentage of principal amount of or liquidation amount, as the case may be, of, Registrable Securities or New Exchange Securities is required hereunder, Registrable Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Registrable Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm your agreement by having your authorized officer sign a copy of this Registration Agreement in the foregoing is in accordance with your understanding of our agreement, please sign space set forth below and return returning the signed copy to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers, the Company, Parent Guarantor and the Initial Purchasersus. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW LEUCADIA NATIONAL CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxxx ---------------------------------- Name: Xxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION LEUCADIA CAPITAL TRUST I By: Leucadia National Corporation, as Sponsor By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxxx ---------------------------------- Name: Xxxxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written.Accepted: SALOMON BROTHERS INC By: /s/ Xxxxx Xxxxxxxxxx ------------------------------ Name: Xxxxx Xxxxxxxxxx Title: Vice President Date: January 21, 1997 NYFS04...:\30\76830\0146\1197\AGR1297X.460
Appears in 1 contract
Samples: Registration Rights Agreement (Leucadia Capital Trust I)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company Company, the Guarantors or its any of their respective Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) 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 IssuersCompany, the Company, Parent Guarantor Guarantors and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW NII CAPITAL CORP. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP and Secretary NII HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP, General Counsel and Secretary NEXTEL INTERNATIONAL (SERVICES), LTD. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP and Secretary NII FUNDING CORP. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP and Secretary NII AVIATION, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP and Secretary NII Capital Corp. Registration Rights Agreement NEXTEL INTERNATIONAL (URUGUAY), INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP and Secretary XXXXX INTERNATIONAL (BRAZIL), LTD. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP and Secretary AIRFONE HOLDINGS, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: VP and Secretary NII MERCOSUR, LLC By: Caesars Entertainment Operating CompanyNII HOLDINGS, Inc., Inc. as sole member Manager By: /s/ Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxx Title: Senior Vice President Chief Financial Officer VP, General Counsel & Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer Secretary NII Capital Corp. Registration Rights Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Incorporated X.X. Xxxxxx Securities Inc. By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxxxxxxxxxx Xxxxx-Xxxxx Name: Xxxxxxxxxxxx Xxxxx-Xxxxx Title: Authorized Signatory By: X.X. Xxxxxx Securities Inc. By: /s/ Jacob Steinberg_ Name: Xxxxx Xxxxxxxxx Title: Executive Director NII Capital Corp. Registration Rights Agreement SCHEDULE I Guarantors NII Holdings, Inc. Nextel International (Services), Ltd. NII Funding Corp. NII Aviation, Inc. Nextel International (Uruguay), Inc. XxXxx International (Brazil), Ltd. Airfone Holdings, Inc. NII Mercosur, LLC ANNEX A Each broker-dealer that receives exchange 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 exchange 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 exchange 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. NII Capital Corp. has agreed that, starting on the expiration date and ending on the close of business one year 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 Distribution.”
Appears in 1 contract
Samples: Nii Holdings Inc
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers, the Company, Parent Guarantor Company and the Initial Purchasersyou. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW LOCKHEED XXXXXX CORPORATION By: /s/ Xxxxxxxx Xxxx X. Xxxxxxxx XxXxxxxx Name: Xxxxxxxx Xxxx X. Xxxxxxxx XxXxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & and Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BY: XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx, Xxxxx & Co. Xxxxxxx, Sachs & Co. The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BY: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: Director, Debt Capital Markets The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BY: ANZ SECURITIES, INC. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BANCA IMI S.P.A. By: /s/ XXXXXXXXX / HAMONET Name: XXXXXXXXX / HAMONET Title: Head of DCM The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BY: CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BY: RBS SECURITIES INC. By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director Schedule I Xxxxxxx, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 UBS Securities LLC 000 Xxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 ANZ Securities, Inc. 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Banca IMI S.p.A Xxx Xxxxxxx Xxxxxx New York, N.Y. 10004 Credit Agricole Securities (USA) Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 RBS Securities Inc. 000 Xxxxxxxxxx Xxxxxxxxx
Appears in 1 contract
Samples: Registration Rights Agreement (Lockheed Martin Corp)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding 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 among the Issuers, the Company, Parent Guarantor Company and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating CompanyAlamosa (Delaware), Inc., as sole member Inc. By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION Chairman of the Board and CEO On Behalf of the Subsidiary Guarantors set forth on Schedule I hereto (other than Alamosa Limited, LLC): By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx -------------------------------------- Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION Chairman of the Board and CEO Alamosa Limited, LLC By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx -------------------------------------- Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx Title: Senior Manager and Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxxx Xxxxx Barney Inc. TD Securities (USA) Inc. First Union Securities, Inc. Scotia Capital (USA) Inc. By: Xxxxxxx Xxxxx Xxxxxx Inc. by /s/ Xxxxxxx X. Xxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement.
Appears in 1 contract
Samples: Alamosa Holdings LLC
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company Company, the Guarantors or its their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Americas 91432700 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 IssuersCompany, the Company, Parent Guarantor Guarantors and the Initial Purchasers. Very truly yoursXerium Technologies, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Title: Senior Executive Vice President President, Chief Financial Officer & and Treasurer CAESARS ESCROW CORPORATION Americas 91432700 GUARANTORS Xxxxx Licensco Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION President, Chief Financial Officer and Treasurer Robec Brazil LLC By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Title: Senior Vice President President, Chief Financial Officer & and Treasurer Xxxxx Xxxxxxxx LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xxxxx Xxxxxxxx Licensco LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Wangner Itelpa I LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Americas 91432700 Wangner Itelpa II LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Weavexx, LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium III (US) Limited By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium IV (US) Limited By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium V (US) Limited By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium Asia, LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Americas 91432700 Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer XTI LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer XX Xxxxx Company, LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Americas 91432700 The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: XXXXXXXXX LLC By: /s/ Authorized Person As Representative for itself and the other several Initial Purchasers Americas 91432700 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, for a period of 90 days after the date of this prospectus, it will make this prospectus available to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution.” Americas 91432700 ANNEX B Each Broker-Dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such Broker-Dealer as a result of market‑making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Annex C - Plan of Distribution.” Americas 91432700 ANNEX C
Appears in 1 contract
Samples: Registration Rights Agreement (Xerium Technologies Inc)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers, among the Company, Parent Guarantor the Subsidiary Guarantors and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating CompanyRITE AID CORPORATION, Inc., as sole member By: By /s/ Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxx X. Xxxxxxxx Xxxxxxxxx Title: Senior Executive Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION By: President, General Counsel and Secretary Each of the Subsidiary Guarantors listed on Schedule I hereto, by /s/ Xxxxxxxx Marc. X. Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Marc. X. Xxxxxxxx Xxxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer Authorized Person The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Credit Suisse Securities (USA) LLC Xxxxxxx, Xxxxx & Co. By: Citigroup Global Markets Inc. by /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated by /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Managing Director By: Xxxxx Fargo Securities, LLC by /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director By: Credit Suisse Securities (USA) LLC by /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: Xxxxxxx, Xxxxx & Co. by /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange 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 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 Exchange 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 (as defined herein) and ending on the close of business 210 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 Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C PLAN OF DISTRIBUTION Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. 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 Exchange Securities received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business 210 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______________, 201__, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus. The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver 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. For a period of 210 days after the Expiration Date the Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Registered Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any broker-dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. ANNEX D · CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Subsidiary Guarantors 000 Xxxxxxxx Xxxxxx Xxxxxxx, LLC 0000 Xxxx Xxxxx Xxxxxx Xxxxx, Xxxxx, LLC 1740 Associates, LLC 0000 Xxxxxx Xxxx Road—Xxxxxxxxxx Corp. 0000 Xxxxxxxxxxxx Xxxxxx Xxxx—Warrensville Ohio, Inc. 5277 Associates, Inc. 5600 Superior Properties, Inc. 000-000 Xxxxx Xx. Xxxx. 000 Xxxxx Xxxxxxxx—Geneva, Ohio, LLC Xxx & Government Streets—Mobile, Alabama, LLC Apex Drug Stores, Inc. Broadview and Wallings—Broadview Heights Ohio, Inc. Central Avenue & Main Street Petal-MS, LLC Eagle Managed Care Corp. Eckerd Corporation EDC Drug Stores, Inc. Eighth and Water Streets—Urichsville, Ohio, LLC England Street—Asheland Corporation Fairground, LLC GDF, Inc. Xxxxxxxx Drug Stores, Inc. Gettysburg and Hoover—Dayton, Ohio, LLC Harco, Inc. Health Dialog Services Corporation JCG (PJC) USA, LLC JCG Holdings (USA), Inc. K&B Alabama Corporation K&B Louisiana Corporation K&B Mississippi Corporation K&B Services, Incorporated K&B Tennessee Corporation K&B Texas Corporation K&B, Incorporated Keystone Centers, Inc. Lakehurst and Broadway Corporation Maxi Drug North, Inc. Maxi Drug South, L.P. Maxi Drug, Inc. Maxi Green, Inc. Xxxxxxxx & Chillicothe Roads—Chesterland, LLC Xxxxxx & Xxxxxxx, LLC Name Rite, LLC Northline & Xxx—Toledo—Southgate, LLC P.J.C. Distribution, Inc.
Appears in 1 contract
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 Issuers, the Company, Parent Guarantor and the Initial Purchasers. Very truly yours, CAESARS XXXXXX’X OPERATING ESCROW LLC By: Caesars Entertainment Xxxxxx’x Operating Company, Inc., as sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS XXXXXX’X ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION XXXXXX’X OPERATING COMPANY, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CFO & Treasurer XXXXXX’X ENTERTAINMENT, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer [Registration Rights Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first above written.. Banc of America Securities LLC As Representative of the Initial Purchasers listed on Schedule I to the Purchase Agreement. By: Banc of America Securities LLC By /s/ Xxxxxxxxxxx Xxxxx Wall Name: Xxxxxxxxxxx Xxxxx Wall Title: Principal 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 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 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 one year 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 Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C
Appears in 1 contract
Samples: Registration Rights Agreement (Harrahs Entertainment Inc)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Securities or New Securities) 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 kindly sign and return to us the enclosed duplicate a counterpart hereof, whereupon this letter and your acceptance shall represent instrument will become a binding agreement between the Issuers, among the Company, Parent Guarantor the Guarantors and the Initial PurchasersPlacement Agents in accordance with its terms. Very truly yours, CAESARS OPERATING ESCROW EXXXX BXXXX HOLDINGS, INC. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Interim Chief Financial Officer EXXXX BXXXX, INC. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Interim Chief Financial Officer EXXXX BXXXX FULFILLMENT SERVICES, INC. By: /s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Interim Chief Financial Officer EXXXX BXXXX DIVERSIFIED SALES, LLC By: Caesars Entertainment Operating Company/s/ Dxxxx Xxxxxx Name: Dxxxx Xxxxxx Title: Interim Chief Financial Officer EXXXX BXXXX SERVICES, Inc., as sole member LLC By: /s/ Xxxxxxxx X. Xxxxxxxx Dxxxx Xxxxxx Name: Xxxxxxxx X. Xxxxxxxx Dxxxx Xxxxxx Title: Senior Vice President Interim Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION EXXXX BXXXX INTERNATIONAL DEVELOPMENT, LLC By: /s/ Xxxxxxxx X. Xxxxxxxx Dxxxx Xxxxxx Name: Xxxxxxxx X. Xxxxxxxx Dxxxx Xxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION Interim Chief Financial Officer EXXXX BXXXX INFORMATION TECHNOLOGY, LLC By: /s/ Xxxxxxxx X. Xxxxxxxx Dxxxx Xxxxxx Name: Xxxxxxxx X. Xxxxxxxx Dxxxx Xxxxxx Title: Senior Vice President Interim Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written.. J.X. XXXXXX SECURITIES INC. By: Name: Title: GXXXXXX, SXXXX & CO. By:
Appears in 1 contract
Samples: Eddie Bauer Holdings, Inc.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Securities or New Securities) 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 kindly sign and return to us the enclosed duplicate a counterpart hereof, whereupon this letter and your acceptance shall represent instrument will become a binding agreement between the Issuers, among the Company, Parent Guarantor the Guarantors and the Initial PurchasersPurchasers in accordance with its terms. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating CompanyTHE COMPANY KING PHARMACEUTICALS, Inc., as sole member INC. By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION and CEO THE GUARANTORS PARKEDALE PHARMACEUTICALS, INC. By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION and CEO KING PHARMACEUTICALS RESEARCH AND DEVELOPMENT, INC. By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above writtenCEO KING PHARMACEUTICALS OF NEVADA, INC. By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: President and CEO MERIDIAN MEDICAL TECHNOLOGIES, INC. By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: CEO MONARCH PHARMACEUTICALS, INC. By: /s/ Xxxxx X. Xxxxxxxx ------------------------------------ Name: Xxxxx X. Xxxxxxxx Title: President and CEO THE INITIAL PURCHASERS Accepted: March 29, 2006 By: CITIGROUP GLOBAL MARKETS INC.
Appears in 1 contract
Samples: Registration Rights Agreement (King Pharmaceuticals Inc)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 Issuers, the Company, Parent Guarantor Company and the Initial several Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating CompanyXxxx Xxxxx, Inc., as sole member Inc. By: /s/ Xxxxxxxx X. Xxxxxxxx Xxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: Senior Executive Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: /s/ Xxxx X. XxXxxxxxx, Xx. Name: Xxxx X. XxXxxxxxx, Xx. Title: Managing Director Xxxxxx Xxxxxxx & Co. LLC By: Name: Title: For themselves and the other several Purchasers named in Schedule I to the Purchase Agreement. The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: Name: Title: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: ED For themselves and the other several Purchasers named in Schedule I to the Purchase Agreement.
Appears in 1 contract
Samples: Legg Mason, Inc.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company Company, the Guarantors or its their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 IssuersCompany, the Company, Parent Guarantor Guarantors and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member UGS CORP. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx ---------------------------------- Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: Executive Vice President UGS PLM SOLUTIONS INTERNATIONAL INC. By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION UGS PLM SOLUTIONS ASIA/PACIFIC INCORPORATED By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx ---------------------------------- Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION UGS JAPANESE HOLDINGS, INC. By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx ---------------------------------- Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxx Title: Executive Vice President UGS EUROPEAN HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President The undersigned hereby acknowledges and agrees that, upon the effectiveness of the merger of UGS Corp. with and into UGS PLM Solutions Inc. with UGS PLM Solutions Inc. continuing as the surviving corporation under the name "UGS Corp.", it will succeed by operation of law to all of the rights and obligations of UGS Corp. set forth herein and that all references herein to the "Company" shall thereupon be deemed to be references to the undersigned. UGS PLM SOLUTIONS INC., By: /s/ Xxxxxxx X. Xxxxxxx ---------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written.. Citigroup Global Markets Inc. By: /s/ Xxxxx Wirdnam ------------------------------ Name: Xxxxx Wirdnam Title: Director X.X. Xxxxxx Securities Inc. By: /s/ Xxxxxxxx Sheer ------------------------------ Name: Xxxxxxxx Sheer Title: Vice President Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ [ILLEGIBLE] Xxxxxxxx ------------------------------ Name: [ILLEGIBLE] Xxxxxxxx Title: Vice President 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 90 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 Distribution". ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See "Plan of Distribution". ANNEX C PLAN OF DISTRIBUTION 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. 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 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 90 days after the expiration date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until _______ ___, ______, all dealers effecting transactions in the new securities may be required to deliver a prospectus. The company will not receive any proceeds from any sale of new securities by brokers-dealers. New securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new securities. Any broker-dealer that resales new securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such new securities may be deemed to be an "underwriter" within the meaning of the Act and any profit of any such resale of new securities and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by acknowledging that it will deliver 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. For a period of 90 days after the expiration date, the company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. Rider A PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: __________________________________ Address: _______________________________ _______________________________ Rider B
Appears in 1 contract
Samples: Registration Rights Agreement (UGS PLM Solutions Asia/Pacific INC)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Exchange Securities is required hereunder, Securities or New Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Issuers, the Company, Parent Guarantor Company and the Initial Purchasersyou. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW LOCKHEED XXXXXX CORPORATION By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx 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, SACHS & CO. By: /s/ Xxxxxxx, Xxxxx & Co. Xxxxxxx, Sachs & Co. The foregoing Agreement is hereby confirmed and accepted as of the date first above written: UBS SECURITIES LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director By: /s/ Zain Xxxxxx Name: Zain Xxxxxx Title: Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: CREDIT AGRICOLE SECURITIES (USA) INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: LLOYDS SECURITIES INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory The foregoing Agreement is hereby confirmed and accepted as of the date first above written: SMBC NIKKO CAPITAL MARKETS LIMITED By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: Managing Director Schedule I Xxxxxxx, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 UBS Securities LLC 000 Xxxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxx Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Credit Agricole Securities (USA) Inc. 1301 Avenue of the Americas—00xx Xxxxx Xxx Xxxx, XX 00000 Lloyds Securities Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Mitsubishi UFJ Securities (USA), Inc. 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 RBC Capital Markets, LLC Three World Financial Center 000 Xxxxx Xxxxxx, 8th Floor New York, NY 10281 SMBC Nikko Capital Markets Limited Xxx Xxx Xxxxxx
Appears in 1 contract
Samples: Registration Rights Agreement (Lockheed Martin Corp)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 Issuers, the Company, Parent Guarantor Company and the Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member THE KANSAS CITY SOUTHERN RAILWAY COMPANY By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President Chief Financial Officer & and Treasurer CAESARS ESCROW CORPORATION KANSAS CITY SOUTHERN By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION and Treasurer GATEWAY EASTERN RAILWAY COMPANY By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President and Treasurer SOUTHERN DEVELOPMENT COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Chief Financial Accounting Officer & THE KANSAS CITY NORTHERN RAILWAY COMPANY By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer TRANS-SERVE, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer KCS HOLDINGS I, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer KCS VENTURES I, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and Treasurer SOUTHERN INDUSTRIAL SERVICES, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Chief Accounting Officer XXXXX, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Chief Accounting Officer PABTEX, INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President and Chief Accounting Officer [signature page to KCSR 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 [signature page to KCSR Registration Rights Agreement] SCHEDULE A Guarantors Kansas City Southern Gateway Eastern Railway Company Southern Development Company The Kansas City Northern Railway Company Trans-Serve, Inc. KCS Holdings I, Inc. KCS Ventures I, Inc. Southern Industrial Services, Inc. Xxxxx, Inc. Pabtex, Inc. 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 Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C
Appears in 1 contract
Samples: Registration Rights Agreement (Kansas City Southern)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 Issuers, the Company, Parent Guarantor Company and the Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member THE KANSAS CITY SOUTHERN RAILWAY COMPANY By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President Chief Financial Officer & and Treasurer CAESARS ESCROW CORPORATION GUARANTORS: KANSAS CITY SOUTHERN By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION Treasurer GATEWAY EASTERN RAILWAY COMPANY By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President Chief Financial Officer & Treasurer SOUTHERN DEVELOPMENT COMPANY By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Secretary [signature page to KCSR Registration Rights Agreement] THE KANSAS CITY NORTHERN RAILWAY COMPANY By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer TRANS-SERVE, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer KCS HOLDINGS I, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer KCS VENTURES I, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Treasurer SOUTHERN INDUSTRIAL SERVICES, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Secretary [signature page to KCSR Registration Rights Agreement] XXXXX, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Secretary PABTEX, INC. By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Secretary [signature page to KCSR 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/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President 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 [signature page to KCSR Registration Rights Agreement] SCHEDULE A Guarantors Kansas City Southern Gateway Eastern Railway Company Southern Development Company The Kansas City Northern Railway Company Trans-Serve, Inc. KCS Holdings I, Inc. KCS Ventures I, Inc. Southern Industrial Services, Inc. Xxxxx, Inc. Pabtex, Inc. 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 Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C
Appears in 1 contract
Samples: Registration Rights Agreement (Kansas City Southern)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its any of their respective Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 Agreement and your acceptance shall represent a binding agreement between the Issuers, among the Company, Parent Guarantor the Guarantors and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member Xxxxx Corning By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx Than Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Than Title: Senior Vice President Chief Financial Officer & Finance and Treasurer CAESARS ESCROW CORPORATION Xxxxx Corning Sales, Inc. By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx Than Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Than Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION Finance and Treasurer Fibreboard Corporation By: /s/ Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxxxx X. Xxxxxxxx Xxxxx Title: Senior Vice President Chief Financial Officer & Treasurer Authorized Representative Exterior Systems, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Representative Soltech, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Representative IPM Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Representative Integrex By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Representative Xxxxx-Xxxxxxx Fiberglas Technology, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Representative The foregoing Agreement is hereby confirmed and accepted as of the date first above written.. Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. By: Citigroup Global Markets Inc. By Name: Title: Xxxxxxx, Xxxxx & Co. By Name: Title: 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 and the guarantors have agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, they will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”. ANNEX B Each broker-dealer that receives new securities for its own account in exchange for securities, where such securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new securities. See “Plan of Distribution”. ANNEX C
Appears in 1 contract
Samples: Rights Agreement (Owens Corning)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities New Notes or New Securities Exchange Notes is required hereunder, Securities New Notes or New SecuritiesExchange Notes, as applicable, held by any of the Company or its any of their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities New Notes or New SecuritiesExchange 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 among the Issuers, the Company, Parent Guarantor Company and the Initial PurchasersDealer Managers as of this 23rd day of September 2002. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member By: Service Corporation International By /s/ Xxxxxxxx X. Xxxxxxxx JEFFREY E. CURTISS ------------------------------------ Name: Xxxxxxxx X. Xxxxxxxx Jeffrey E. Curtiss Title: Senior Vice President Chief Xxxx Xxxxxxxxx, Xxief Financial Officer & and Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer [ADDITIONAL SIGNATURE PAGE FOLLOWS] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of this 25th day of September 2002. By: BANC OF AMERICA SECURITIES LLC as Lead Dealer Manager By /s/ ANDREW C. KARP ----------------------------- Name: Andrew C. Karp Txxxx: Xxxxxxxx Director By: J.P. MORGAN SECURITIES XXX. xx Xx-Xxxler Manager By /s/ STEVEN TULIP ----------------------------- Name: Steven Tulip Title: Xxxxging Director By: LEHMAN BROTHERS INC. as Cx-Xxxxer Manager By /s/ STEVEN G. DELANEY ----------------------------- Name: Steven G. Delxxxx Xxxxx: Xxxxxing Director By: MERRILL LYNCH, PIERCX, XXXXXX & XXXXX INCORPORATED as Co-Dealer Managex Xx /s/ ALAN J. BLACXXXXX ----------------------------- Name: Alan J. Blackxxxx Xxxxx: Xxxxxing Director By: CREDIT LYONNAIS SECUXXXXXX (XXX) XXX. as Co-Dealer Manager By /s/ ANDREW J. EINHORN ----------------------------- Name: Andrew J. Einxxxx Xxxxx: Xxxxxing Director ANNEX A Each Broker-Dealer that receives Exchange Notes for its own account pursuant to the date first above writtenRegistered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange 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 Exchange Notes received in exchange for New Notes where such New Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. The Company has agreed that, during a period starting on the Expiration Date (as defined herein) and ending on the close of business one year after the Expiration Date, they will make this Prospectus available to any Broker-Dealer for use in connection with any such resale. See "Plan of Distribution." ANNEX B Each Broker-Dealer that receives Exchange Notes for its own account in exchange for New Notes, where such New Notes were acquired by such Broker-Dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."
Appears in 1 contract
Samples: Registration Rights Agreement (Service Corporation International)
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates affiliates solely by reason of their holdings of such Securities or New Securities) 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 kindly sign and return to us the enclosed duplicate a counterpart hereof, whereupon this letter and your acceptance shall represent instrument will become a binding agreement between the Issuers, among the Company, Parent Guarantor the Guarantors and the several Initial PurchasersPurchasers in accordance with its terms. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating CompanyMANOR CARE, Inc., as sole member INC. By: /s/ Xxxxxxxx Gxxxxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxxx Gxxxxxxx X. Xxxxxxxx Xxxxxx Title: Senior Executive Vice President and Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION GUARANTORS (as set forth on Schedule 1 hereto) By /s/ R. Jxxxxxx Xxxxxx Name: R. Jxxxxxx Xxxxxx Title: Vice President, General Counsel and Secretary Accepted: August 1, 2005 J.X. XXXXXX SECURITIES INC. By: J.X. XXXXXX SECURITIES INC., Acting on behalf of itself and as Representative of the Initial Purchasers By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT Jxxxxxx Xxxxxxxxx Authorized Signatory SCHEDULE 1 GUARANTORS AMERICAN HOSPITAL BUILDING CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. AMERICANA HEALTHCARE CORPORATION OF GEORGIA ANCILLARY SERVICES MANAGEMENT, INC. BXXXX NURSING HOME, INC. BIRCHWOOD MANOR, INC. BLUE RIDGE REHABILITATION SERVICES, INC. CANTERBURY VILLAGE, INC. CXXXXXX XXXXX, INC. CHESAPEAKE MANOR, INC. DEKALB HEALTHCARE CORPORATION DEVON MANOR CORPORATION DISTCO, INC. DIVERSIFIED REHABILITATION SERVICES, INC. DXXXXXX MANOR, INC. EAST MICHIGAN CARE CORPORATION EXECUTIVE ADVERTISING, INC. EYE-Q NETWORK, INC. FOUR SEASONS NURSING CENTERS, INC. GEORGIAN BLOOMFIELD, INC. GREENVIEW MANOR, INC. HCR HOME HEALTH CARE AND HOSPICE, INC. HCR INFORMATION CORPORATION HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. HCR MANOR CARE SERVICES, INC. (fka HEARTLAND CAREPARTNERS, INC.) HCR PHYSICIAN MANAGEMENT SERVICES, INC. HCR REHABILITATION CORP. HCRA OF TEXAS, INC. HCRC INC. HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA HEARTLAND HOME CARE, INC. HEARTLAND HOME HEALTH CARE SERVICES, INC. HEARTLAND HOSPICE SERVICES, INC. HEARTLAND INFORMATION SERVICES, INC. (fka HEARTLAND MEDICAL INFORMATION SERVICES, INC.) HEARTLAND MANAGEMENT SERVICES, INC. HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. HEARTLAND REHABILITATION SERVICES, INC. HEARTLAND SERVICES CORP. HEARTLAND THERAPY PROVIDER NETWORK, INC. HXXXXXX XXXXXX, RPT — JXXX XXXXXXXX, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. HGCC OF ALLENTOWN, INC. IN HOME HEALTH, INC. INDUSTRIAL WASTES, INC. IONIA MANOR, INC. JACKSONVILLE HEALTHCARE CORPORATION KNOLLVIEW MANOR, INC. LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. LEADER NURSING AND REHABILITATION CENTER OF SXXXX TOWNSHIP, INC. LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. LINCOLN HEALTH CARE, INC. MANOR CARE AVIATION, INC. MANOR CARE OF AKRON, INC. MANOR CARE OF AMERICA, INC MANOR CARE OF ARIZONA, INC. MANOR CARE OF ARLINGTON, INC. MANOR CARE OF CANTON, INC. MANOR CARE OF CHARLESTON, INC. MANOR CARE OF CINCINNATI, INC. MANOR CARE OF COLUMBIA, INC. MANOR CARE OF DARIEN, INC. MANOR CARE OF DELAWARE COUNTY, INC. MANOR CARE OF HINSDALE, INC. MANOR CARE OF KANSAS, INC. MANOR CARE OF KINGSTON COURT, INC. MANOR CARE OF LARGO, INC. MANOR CARE OF LEXINGTON, INC. MANOR CARE OF MEADOW PARK, INC. MANOR CARE OF MIAMISBURG, INC MANOR CARE OF NORTH OXXXXXXX, INC. MANOR CARE OF PINEHURST, INC. MANOR CARE OF ROLLING MXXXXXX, INC. MANOR CARE OF ROSSVILLE, INC. MANOR CARE OF WXXXXXXXXX, INC. MANOR CARE OF WILMINGTON, INC. MANOR CARE OF YORK (NORTH), INC. MANOR CARE OF YORK (SOUTH), INC. MANOR CARE SUPPLY COMPANY MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, INC. MANORCARE HEALTH SERVICES OF OKLAHOMA, INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. MANORCARE HEALTH SERVICES, INC. MARINA VIEW MANOR, INC. MEDI-SPEECH SERVICE, INC. MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. MILESTONE HEALTH SYSTEMS, INC. MILESTONE HEALTHCARE, INC. MILESTONE REHABILITATION SERVICES, INC. MILESTONE STAFFING SERVICES, INC. MILESTONE THERAPY SERVICES, INC. MNR FINANCE CORP. PEAK REHABILITATION, INC. PERRYSBURG PHYSICAL THERAPY, INC PNEUMATIC CONCRETE, INC. PORTFOLIO ONE, INC. REHABILITATION ADMINISTRATION CORPORATION REHABILITATION ASSOCIATES, INC. REHABILITATION SERVICES OF ROANOKE, INC. RXXXXXXX & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written.BXXXXX, INC. RXXXXXXX HEALTHCARE, INC. RIDGEVIEW MANOR, INC. RXXXXX PARK NURSING CENTER, INC. RVA MANAGEMENT SERVICES, INC. SILVER SPRING — WHEATON NURSING HOME, INC. SPRINGHILL MANOR, INC. STEWALL CORPORATION STRATFORD MANOR, INC. STUTEX CORP. SUN VALLEY MANOR, INC. THE NIGHTINGALE NURSING HOME, INC. THERASPORT PHYSICAL THERAPY, INC. THREE RIVERS MANOR, INC. TOTALCARE CLINICAL LABORATORIES, INC. WASHTENAW HILLS MANOR, INC. WHITEHALL MANOR, INC. COLEWOOD LIMITED PARTNERSHIP HEARTLAND CARE, LLC HEARTLAND EMPLOYMENT SERVICES, LLC ANCILLARY SERVICES, LLC BOOTH LIMITED PARTNERSHIP ANNANDALE ARDEN, LLC BXXXXXXXXX XXXXX, LLC BXXXXXX FARMS AXXXX, LLC COLONIE ARDEN, LLC CRESTVIEW HILLS, LLC FIRST LOUISVILLE ARDEN, LLC GXXXXX XXXXX LLC HANOVER ARDEN, LLC JXXXXXXXX XXXXX, LLC KENWOOD ARDEN, LLC LIVONIA ARDEN, LLC MEMPHIS ARDEN, LLC NAPA ARDEN, LLC ROANOKE ARDEN, LLC SAN AXXXXXX XXXXX, LLC SILVER SPRING ARDEN, LLC SUSQUEHANNA ARDEN LLC TAMPA ARDEN, LLC WALL ARDEN, LLC WARMINSTER ARDEN LLC WILLIAMSVILLE ARDEN, LLC BATH ARDEN, LLC CXXXXX XXXXXX OF AXXXXXXX, LLC CXXXXX XXXXXX OF AXXXXX, LLC CXXXXX XXXXXX OF KENWOOD, LLC CXXXXX XXXXXX OF SAN ANTONIO, LLC CXXXXX XXXXXX OF SUSQUEHANNA, LLC CXXXXX XXXXXX OF WARMINSTER, LLC FRESNO ARDEN, LLC TUSCAWILLA ARDEN, LLC
Appears in 1 contract
Samples: Manor Care Inc
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are shall be disregarded and deemed not to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted outstanding 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 among the Issuers, the Company, Parent Guarantor Company and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating CompanyAlamosa (Delaware), Inc., as sole member By: Inc. By /s/ Xxxxx Xxxxxxxx X. Xxxxxxxx -------------------------- Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION Chairman of the Board and CEO On Behalf of the Subsidiary Guarantors set forth on Schedule I hereto (other than Alamosa Limited, LLC): By: /s/ Xxxxx Xxxxxxxx X. Xxxxxxxx -------------------------- Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION Chairman of the Board and CEO Alamosa Limited, LLC By: /s/ Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx -------------------------- Name: Xxxxxxxx Xxxxx X. Xxxxxxxx Xxxxxxx Title: Senior Manager and Vice President Chief Financial Officer & Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxxx Xxxxx Xxxxxx Inc. TD Securities (USA) Inc. Credit Suisse First Boston Corporation First Union Securities, Inc. Xxxxxx Brothers Inc. Scotia Capital (USA) Inc. By: Xxxxxxx Xxxxx Xxxxxx Inc. by /s/ Xxxxxxx Xxxxxx --------------------------- Name: Xxxxxxx Xxxxxx Title: Vice President For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement.
Appears in 1 contract
Samples: Alamosa Holdings Inc
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) 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 among the Issuers, the Company, Parent Guarantor Company and the several Initial Purchasers. Very truly yours, CAESARS OPERATING ESCROW LLC By: Caesars Entertainment Operating Company, Inc., as sole member Travelers Property Casualty Corp. By: /s/ Xxxxxxxx X. Xxxxxxxx Jay S. Benet ------------------------------------ Name: Xxxxxxxx X. Xxxxxxxx Jay S. Benet Title: Senior Vice President Chief Financial Officer & Treasurer CAESARS ESCROW CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President CAESARS ENTERTAINMENT CORPORATION By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Senior Vice President Chief Financial Officer & Treasurer Fxxxxxxxx Xxxicer The foregoing Agreement is hereby confirmed and accepted as of the date first above written.. Lehman Brothers Inc. Salomon Smith Barney Inc. By: Lehman Brothers Xxx. By /s/ Erin Caxxxx -------------------------------- Name: Erin Callan Xxxxx: Xxxxging Director By: Salomon Smith Barney Inc. Xx /x/ Richard Spiro -------------------------------- Xxme: Richard Spixx Xxxxx: Managing Director For themselves and the othex xxxxxxx Xxxtial Purchasers named in Schedule I to the Purchase Agreement. ANNEX A
Appears in 1 contract
Samples: Travelers Property Casualty Corp
