September 26, 2012 Tempur-Pedic International Inc. 1713 Jaggie Fox Way Lexington, Kentucky 40511 Attention: Chief Executive Officer Ladies and Gentlemen: (September 27th, 2012)
Reference is hereby made to that certain Agreement and Plan of Merger, dated of even date herewith (Merger Agreement), by and among Tempur-Pedic International Inc., a Delaware corporation (Parent), Silver Lightning Merger Company, a Delaware corporation and a direct wholly-owned subsidiary of Parent, and Sealy Corporation, a Delaware corporation (the Company). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Merger Agreement.
Nielsen Holdings plc – Registration Rights Agreement (February 1st, 2011)
This Registration Rights Agreement (as amended from time to time, this Agreement) is dated as of January 31, 2011, and is between NIELSEN HOLDINGS N.V., a Dutch public company with limited liability (naamloze vennootschap) (the Company), VALCON ACQUISITION HOLDING (LUXEMBOURG) S.A R.L. (LuxCo), ALPINVEST PARTNERS CS INVESTMENTS 2006 C.V. (AlpInvest), BLACKSTONE CAPITAL PARTNERS (CAYMAN) V LP (Blackstone), CARLYLE PARTNERS IV CAYMAN, L.P. (Carlyle), CENTERVIEW CAPITAL GP LLC (Centerview), HELLMAN & FRIEDMAN CAPITAL PARTNERS V (CAYMAN), L.P. (H&F), KKR VNU (MILLENIUM) L.P. (KKR) and THL FUND VI (ALTERNATIVE) CORP. (THL, together with AlpInvest, Blackstone, Carlyle, Centerview, H&F and KKR, the Stockholders, and individually a Stockholder). References to a Stockholder include all of its affiliated private equity funds, including co-invest and side-by-side entities, that hold shares of Common Stock of the Company. References to Stockholders also include transferees to whom a Stockholder tr