0000950142-15-001156 Sample Contracts

HRG GROUP, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2015 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

HRG Group, Inc., a Delaware corporation (formerly “Harbinger Group Inc.”) (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A of the Purchase Agreement referred to below (collectively, the “Purchasers”), upon the terms set forth in the Purchase Agreement dated as of May 11, 2015 (the “Purchase Agreement”), U.S. $160,000,000 aggregate principal amount of its 7.875% Senior Secured Notes due 2019 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of December 24, 2012, as amended by the First Supplemental Indenture dated May 23, 2014 (as amended, the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Offered Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securit

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HRG GROUP, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2015 • HRG Group, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

HRG Group, Inc., a Delaware corporation (formerly “Harbinger Group Inc.”) (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule A of the Purchase Agreement referred to below (collectively, the “Purchasers”), upon the terms set forth in the Purchase Agreement dated as of May 11, 2015 (the “Purchase Agreement”), U.S. $140,000,000 aggregate principal amount of its 7.750% Senior Secured Notes due 2022 (the “Offered Securities”). The Offered Securities will be issued pursuant to an Indenture, dated as of January 21, 2014 (the “Indenture”), between the Company and Wells Fargo Bank, National Association (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Offered Securities (including, without limitation, the Purchasers), the Exchange Securities (as defined below) and the Private Exchange Securities (as defined below) (collectively the “Holders”), as follows:

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