Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company, in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE MIDSTREAM PARTNERS, L.P. By: Chesapeake Midstream GP, L.L.C., its general partner By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Title: Treasurer PHG TEA LEAVES, INCChief Executive Officer CHKM FINANCE CORP. By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Title: President MOLLANVICKChief Executive Officer CHESAPEAKE MIDSTREAM GP, INC. L.L.C. By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Chief Executive Officer CHESAPEAKE MLP OPERATING, L.L.C. By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxxxxx Xxxxx Title: Treasurer GLATFELTER HOLDINGSChief Executive Officer CHESAPEAKE MIDSTREAM GAS SERVICES, LLC L.L.C. By: /s/ Xxxxxx X. J. Xxxxxxx Xxxxx Name: Xxxxxx X. J. Xxxxxxx Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Chief Executive Officer OKLAHOMA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer TEXAS MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer XXXXXX MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer BLUESTEM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer MAGNOLIA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx Title: Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE SECURITIES (USA) LLC For itself and on behalf XXXXXXX, XXXXX & CO. RBS SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Initial Purchasers By By: Credit Suisse Securities (USA) LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Director By: Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. Name: Title: By: RBS Securities Inc. By: /s/ Xxxxxxx X. Xxxxxxx XX Name: Xxxxxxx X. Xxxxxxx XX Title: Managing Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx, Xx. Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,, 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Midstream Partners Lp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER CB XXXXXXX XXXXX GROUP, INC. CB XXXXXXX XXXXX SERVICES, INC. By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Chief Financial Officer CB HOLDCO, INC. CB XXXXXXX XXXXX INVESTORS, INC. CB XXXXXXX XXXXX INVESTORS, L.L.C. CB XXXXXXX XXXXX, INC. CB/TCC HOLDINGS LLC CB/TCC, LLC CBRE CAPITAL MARKETS OF TEXAS, LP CBRE CAPITAL MARKETS, INC. CBRE LOAN SERVICES, INC. CBRE TECHNICAL SERVICES, LLC CBRE/LJM MORTGAGE COMPANY, L.L.C. CBRE/LJM-NEVADA, INC. HOLDPAR A HOLDPAR B INSIGNIA/ESG CAPITAL CORPORATION THE XXXXXXXXX COMPANY, INC. XXXXXXXX XXXX COMPANY XXXXXXXX XXXX SERVICES, INC. XXXXXXX X. XXXXXX, XX., INC. WESTMARK REAL ESTATE ACQUISITION PARTNERSHIP, L.P. By: /s/ Xxxxxx X. Xxxxx, Xx. Fan Name: Xxxxxx X. Xxxxx, Xx. Fan Title: Senior Vice President & Treasurer PHG TEA LEAVESXX XXXXXXX, INC. TCCT REAL ESTATE, INC. TCDFW, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Executive Vice President MOLLANVICKXXXXXXXX XXXX DEVELOPMENT & INVESTMENT, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY and Chief Executive Officer CB/TCC GLOBAL HOLDINGS LIMITED By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC Director By: /s/ Xxxxxx X. Xxxxx Xxxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxxxx Xxxxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX BANC OF AMERICA SECURITIES LLC For CREDIT SUISSE SECURITIES (USA) LLC Acting on behalf of itself and on behalf as the Representatives of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Banc of America Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC By: /s/ Xxxxxxx Xxxxxx Director Credit Suisse Securities (USA) Inc. LLC By: /s/ Xxxxxxx Xxxxx Managing Director 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.Securities
Appears in 1 contract
Samples: Registration Rights Agreement (Cb Richard Ellis Group Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: THERMADYNE HOLDINGS CORPORATION By /s/ Xxxxxx XXXXX X. Xxxxx, Xx. Name: Xxxxxx XXXX Xxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESXxxx Senior Vice President and Chief Financial Officer C&G SYSTEMS, INC. By: By /s/ Xxxxxx XXXXX X. Xxxxx, Xx. Name: Xxxxxx XXXX Xxxxx X. Xxxxx, Xx. Title: Xxxx Senior Vice President MOLLANVICKand Chief Financial Officer C&G SYSTEMS HOLDING, INC. By: By /s/ Xxxxxx XXXXX X. XxxxxXXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer MECO HOLDING COMPANY By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer PROTIP CORPORATION By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMADYNE INDUSTRIES, XxINC. Name: Xxxxxx By /s/ XXXXX X. XxxxxXXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMADYNE INTERNATIONAL CORP. By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMADYNE RECEIVABLES INC. By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer THERMAL ARC, XxINC. Title: By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President THE GLATFELTER PULP and Chief Financial Officer THERMAL DYNAMICS CORPORATION By /s/ XXXXX X. XXXX Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer Xxxxx X. Xxxx Senior Vice President and Chief Financial Officer XXXXXX EQUIPMENT COMPANY By: By /s/ Xxxxxx XXXXX X. Xxxxx, Xx. Name: Xxxxxx XXXX Xxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Xxxx Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and Acting on behalf of themselves and as the Representatives of the several Initial Purchasers CREDIT SUISSE FIRST BOSTON LLC By /s/ Xxxxxx XXXXX X. Xxxxxxxxx XXXXXX, XX. Name: Xxxxxx Xxxxx X. Xxxxxxxxx Xxxxxx, Xx. Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 17 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.C
Appears in 1 contract
Samples: Registration Rights Agreement (Thermadyne Holdings Corp /De)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. XxxxxFAIRCHILD SEMICONDUCTOR CORPORATION, Xx. xx _____________________________________ Name: Xxxxxx X. Xxxxx, Xx. Matthew W. Towse Title: Treasurer PHG TEA LEAVESVice Prxxxxxxx, Xxxxxxxer FAIRCHILD SEMICONDUCTOR INTERNATIONAL, XXX., as Guarantor, by _____________________________________ Name: Matthew W. Towse Title: Vice Prxxxxxxx, Xxxxxxxer FAIRCHILD SEMICONDUCTOR CORPORATION OF XXLIFORNIA, as Guarantor, by _____________________________________ Name: Matthew W. Towse Title: Vice Prxxxxxxx QT OPTOELECTRONICS, INC. By: /s/ Xxxxxx X. Xxxxx., Xx. as Guarantor, by _____________________________________ Name: Xxxxxx X. Xxxxx, Xx. Matthew W. Towse Title: President MOLLANVICKVice Prxxxxxxx QT OPTOELECTRONICS, as Guarantor, by _____________________________________ Name: Matthew W. Towse Title: Vice Prxxxxxxx KOTA MICROCIRCUITS, INC. By: /s/ Xxxxxx X. Xxxxx., Xx. as Guarantor, by _____________________________________ Name: Xxxxxx X. Xxxxx, Xx. Matthew W. Towse Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Vice Prxxxxxxx Xxx xxxegoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE FIRST BOSTON CORPORATION LEHMAN BROTHERS INC. CIBC WORLD MARKETS CORP. PRUDENTIAL SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx IXXXXXXRATED ROBERTSON STEPHENS, INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION xx _____________________________________ Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.:
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Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer and the Subsidiary Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Subsidiary Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY ByCHAMPION ENTERPRISES, INC. by /s/ Josexx X. Xxxxxxxxx -------------------------- Name: Josexx X. Xxxxxxxxx Title: Executive Vice President A-1 HOMES GROUP, INC. by /s/ Xxxxxx John X. XxxxxXxxxxxx, Xx. -------------------------- Name: Xxxxxx John X. XxxxxXxxxxxx, Xx. Title: Treasurer PHG TEA LEAVESSecretary ACCENT MOBILE HOMES, INC. By: by /s/ Xxxxxx John X. XxxxxXxxxxxx, Xx. -------------------------- Name: Xxxxxx John X. XxxxxXxxxxxx, Xx. Title: President MOLLANVICKSecretary AUBURN CHAMP, INC. By: by /s/ Xxxxxx John X. XxxxxXxxxxxx, Xx. -------------------------- Name: Xxxxxx John X. XxxxxXxxxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: Secretary CHAMPION HOME BUILDERS CO. by /s/ Xxxxxx John X. XxxxxXxxxxxx, Xx. -------------------------- Name: Xxxxxx John X. XxxxxXxxxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGSSecretary CHANDELEUR HOMES, LLC By: INC. by /s/ Xxxxxx John X. Xxxxx Xxxxxxx, Xx. -------------------------- Name: Xxxxxx John X. Xxxxx Xxxxxxx, Xx. Title: Treasurer Signature page to the Registration Rights Agreement Secretary XXXXX XXXXX XXXES, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary DUTCH HOUSING, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary GRAND MANOR, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary HEARTLAND HOMES, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary HOMES OF LEGEND, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary HOMES OF MERIT, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary LAMPLIGHTER HOMES, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary LAMPLIGHTER HOMES (OREGON), INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary REDMXX XXXINESS TRUST by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary REDMXX XXXES, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary SOUTHERN SHOWCASE HOUSING, INC. by /s/ John X. Xxxxxxx, Xx. -------------------------- Name: John X. Xxxxxxx, Xx. Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf CREDIT SUISSE FIRST BOSTON CORPORATION DONAXXXXX, XXFKXX & XENRXXXX XXXURITIES CORPORATION MERRXXX XXXCH, PIERCE, FENNXX & XMITX XXXORPORATED by: CREDIT SUISSE FIRST BOSTON CORPORATION as Representative of the several Initial Purchasers By by /s/ Xxxxxx X. Xxxxxxxxx Davix Xxxt ----------------------------- Name: Xxxxxx X. Xxxxxxxxx Davix Xxxt Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.DISTRIBUTION
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Samples: Homes America of Wyoming Inc
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Holding Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Issuers and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: ON SEMICONDUCTOR CORPORATION, by /s/ Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxxx ---------------------------- Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxxx Title: Treasurer PHG TEA LEAVESChief Financial Officer By: SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SCG (MALAYSIA SMP) HOLDING CORPORATION, by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SCG (CZECH) HOLDING CORPORATION, by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SCG (CHINA) HOLDING CORPORATION, by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SEMICONDUCTOR COMPONENTS INDUSTRIES PUERTO RICO, INC. ., by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SCG INTERNATIONAL DEVELOPMENT, LLC, by /s/ Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxxx ---------------------------- Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxxx Title: President MOLLANVICKChief Financial Officer By: SEMICONDUCTOR COMPONENTS INDUSTRIES OF RHODE ISLAND, INC. ., by /s/ Xxxx X. Xxxxxxxxx ---------------------------- Name: Xxxx X. Xxxxxxxxx Title: Chief Financial Officer By: SEMICONDUCTOR COMPONENTS INDUSTRIES INTERNATIONAL OF RHODE ISLAND, INC., by /s/ Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxxx ---------------------------- Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX XXXXX XXXXXX INC. CREDIT SUISSE FIRST BOSTON LLC X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By INC. XXXXXX XXXXXXX & CO. INCORPORATED By: XXXXXXX XXXXX XXXXXX, INC., by /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxx ---------------------------- Name: Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ]until, 2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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. 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 Initial 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.
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Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY ISSUER THE TITAN CORPORATION By: /s/ Xxxxxx XXXX X. Xxxxx, Xx. XXXX Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxx Title: Senior Vice President, Chief Financial Officer and Treasurer PHG TEA LEAVESGUARANTORS ACS TECHNOLOGIES, INC. By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxx Title: President MOLLANVICKSecretary ATLANTIC AEROSPACE ELECTRONICS CORPORATION By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary AVERCOM CORPORATION By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary BTG, INC. By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxx Title: President THE GLATFELTER PULP XXXX COMPANY Secretary BTG TECHNOLOGY RESOURCES, INC. By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxx Title: Treasurer GLATFELTER HOLDINGSSecretary BTG TECHNOLOGY SYSTEMS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary BTG SYSTEMS ENGINEERING, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary C&N ENTERPRISES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary CALIFORNIA TUBE LABORATORY, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary CAYENTA EUTILITY SOLUTIONS—EMUNICIPAL SOLUTIONS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary CAYENTA OPERATING LLC By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary CONCEPT AUTOMATION, INC. OF AMERICA By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary DATACENTRIC AUTOMATION CORPORATION By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary DBA SYSTEMS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary DELFIN SYSTEMS By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary DELTA CONSTRUCTION MANAGEMENT, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary GLOBALNET, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary GLOBALNET INTERNATIONAL, LLC By: /s/ Xxxxxx XXXXXX X. Xxxxx XXXX Name: Xxxxxx X. Xxxxx Xxxx Title: Treasurer Signature page to the Registration Rights Agreement Secretary HORIZONS SERVICES COMPANY, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary INTERMETRICS INTERNATIONAL, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary INTERMETRICS SECURITIES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary INTERNATIONAL SYSTEMS, LLC By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary JAYCOR, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary LINCOM CORPORATION By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary LINCOM WIRELESS, LLC By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary LINKABIT WIRELESS LLC By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary MICROLITHICS CORPORATION By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary MIDNIGHT OIL SERVICES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary MJR ASSOCIATES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary NATIONS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary PROCOM SERVICES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Assistant Secretary PROGRAM SUPPORT ASSOCIATES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary PULSE ENGINEERING, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary PULSE SCIENCES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary RW CONSULTANTS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary RESEARCH PLANNING, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary SENCOM CORPORATION By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary STAC, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary TITAN AFRICA, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary TITAN SCAN TECHNOLOGIES CORPORATION By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary TITAN XXXXX, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary TITAN WIRELESS AFRIPA HOLDINGS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary TITAN WIRELESS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary TOMOTHERAPEUTICS, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary UNIDYNE, LLC By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary UNIVISION TECHNOLOGIES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary VISICOM LABORATORIES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary WAVESCIENCES, INC. By: /s/ XXXXXX X. XXXX Name: Xxxxxx X. Xxxx Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES CREDIT SUISSE FIRST BOSTON LLC For itself and on behalf of the several Initial Purchasers By XXXXXXX, SACHS & CO. WACHOVIA SECURITIES, INC. By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxx X. Xxxxxxxxx XXX XXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Xxx Xxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.)
Appears in 1 contract
Samples: Titan Corp
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CITADEL BROADCASTING CORPORATION By: /s/ Xxxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx XXXXX X. Xxxxx, Xx. XXXXXX Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement VP FINANCE AND SECRETARY The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC XXXXXXX, XXXXX & CO. DEUTSCHE BANK SECURITIES INC. XXXXXXX LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED BEAR, XXXXXXX & CO. INC. X.X. XXXXXX SECURITIES INC. UBS SECURITIES LLC For itself and on behalf of the several Initial Purchasers By WACHOVIA CAPITAL MARKETS, LLC By: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx XXXXXXX XXXXXX Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.DIRECTOR
Appears in 1 contract
Samples: Registration Rights Agreement (Citadel Broadcasting Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY THE XXXXXXXXX CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx ------------------------------------ Name: Title: A10 INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx ------------------------------------ Name: Title: Treasurer PHG TEA LEAVESCAMLOC HOLDINGS INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: FAIRCHILD DATA CORPORATION By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: FAIRCHILD FASTENERS CORP. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: FAIRCHILD FRANCE, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx ------------------------------------ Name: Title: FAIRCHILD HOLDING CORP. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx ------------------------------------ Name: Title: President MOLLANVICKFAIRCHILD RETIREE MEDICAL SERVICES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY MAIROLL, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx ------------------------------------ Name: Title: MEOW, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx ------------------------------------ Name: Title: Treasurer GLATFELTER QUACK, QUACK, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: RECYCLING INVESTMENTS, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name:: Title: RECYCLING INVESTMENTS II, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: RHI HOLDINGS, LLC INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: XXXXXXXX MECAERO FASTENERS, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: SPECIAL-T FASTENERS, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: SUCHOMIMOUS TERENSIS, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: VSI HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name: Title: BANNER AEROSPACE, INC. By: /s/ Xxxxxx X. Xxxxxx ------------------------------------ Name:: Title: BANNER AEROSPACE SERVICES, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: BANNER AEROSPACE-SINGAPORE, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above writtenBAR DE, INC. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx ------------------------------------ Name: Title: D A C INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx ------------------------------------ Name: Title: Executive Director DALLAS AEROSPACE, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: GEORGETOWN JET CENTER, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: MATRIX AVIATION, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: NASAM INCORPORATED By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: XX XXXXXXX AEROSPACE, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: PROFESSIONAL AIRCRAFT ACCESSORIES, INC. By: /s/ Xxxxxx X. Xxxxx ------------------------------------ Name: Title: PROFESSIONAL AVIATION ASSOCIATES, INC. By: /s/ Xxxxxx X. Xxxxx ----------------------------------- Name: Title: SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves---------- A10 Inc. Camloc Holdings Inc. Fairchild Data Corporation Fairchild Fasteners Corp. Fairchild France, Inc. • MollanvickFairchild Holding Corp. Fairchild Retiree Medical Services, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Kaynar Technologies Inc. Mairoll, Inc. Meow, Inc. Quack Quack, Inc. Recycling Investments, Inc. Recycling Investments II, Inc. RHI Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Inc. Xxxxxxxx Mecaero Fasteners, Inc. Special-T Fasteners, Inc. (f/k/a Xxx Xxx, Inc.) Suchonimous Terensis, Inc. (f/k/a Oink Oink, Inc.) VSI Holdings, Inc. Banner Aerospace, Inc. Banner Aerospace Services, Inc. Banner Aerospace-Singapore, Inc. BAR DE, Inc. D A C International, Inc. Dallas Aerospace, Inc. Georgetown Jet Center, Inc. Matrix Aviation, Inc. Nasam Incorporated XX Xxxxxxx Aerospace, Inc. Professional Aircraft Accessories, Inc. Professional Aviation Associates, Inc. M&M Machine & Tool Co. Marcliff Corporation Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Creative Fastener, Inc. HSBC Securities (USA) Recoil Australia Holdings, Inc. Recoil Holdings, Inc. Recoil Inc. 32 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 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 Initial Securities where such Initial Securities were acquired by such broker-broker- dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein) (or such shorter period during which such broker-dealers are required by law to deliver 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration DateDate (or such shorter period during which such broker-dealers are required by law to deliver this Prospectus), 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 ,20[ ], 199 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus./1/ 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 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 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 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 --------------- /1/ In addition, the legend required by item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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 180 days after the Expiration Date (or such shorter period during which such broker-dealers are required by law to deliver this Prospectus) 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. [ ] 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 Initial 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. By execution and delivery of this supplemental signature page, each of the undersigned direct and indirect subsidiaries of The Xxxxxxxxx Corporation, a Delaware corporation (the "Company") agrees (i) to be bound (as a Guarantor (as defined in the Agreement)) by the terms and conditions of the Registration Rights Agreement, dated as of April 15, 1999, among the Company, the subsidiary guarantors party thereto and Credit Suisse First Boston Corporation and Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, Xxxxxxx Xxxxx Barney Inc., NationsBanc Xxxxxxxxxx Securities LLC, and Warburg Dillon Read LLC (the "Agreement") and (ii) for purposes of the Agreement, to be deemed a "Guarantor" as such term is defined in and for all purposes of the Agreement.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESand Senior Vice President–Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE EAGLE CANADA CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE OPERATING, INC. XXXXXX HOLDING COMPANY, INC. XXXXXX OILFIELD COMPANY XXXXXX TRUCKING COMPANY CHESAPEAKE SOUTH TEXAS CORP. NOMAC 100 CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. W.W. REALTY, INC. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE APPALACHIA, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. HAWG HAULING & DISPOSAL, LLC MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer and Vice President MOLLANVICKCHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, INC. L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Treasurer and Senior Vice President–Human Resources MIDCON COMPRESSION L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX BANC OF AMERICA SECURITIES LLC For itself and CITIGROUP GLOBAL MARKETS INC. XXXXXX BROTHERS INC. UBS SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC Acting on behalf of themselves and as Representatives of the several Initial Purchasers By By: BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxxxxxx XXXX XXXX Name: Xxxxxx X. Xxxxxxxxx Xxxx Xxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ]______________, 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() 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 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 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 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 180 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. 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. _________________________ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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 Initial 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer Company and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY ITC^DeltaCom, Inc. By: /s/ J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESSenior Vice President-Legal and Regulatory, INC. General Counsel and Secretary Interstate FiberNet, Inc. By: /s/ J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President MOLLANVICKSenior Vice President, INC. General Counsel and Secretary DeltaCom, Inc. By: /s/ J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Senior Vice President, General Counsel and Secretary DeltaCom Information Systems, Inc. By: /s/ J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: J. Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGSSenior Vice President, LLC General Counsel and Secretary BTI Telecom Corp. By: /s/ J. Xxxxxx X. Xxxxx Xxxxxx Name: J. Xxxxxx X. Xxxxx Xxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Senior Vice President, General Counsel and Secretary Business Telecom, Inc. By: /s/ J. Xxxxxx Xxxxxx Name: J. Xxxxxx Xxxxxx Title: Senior Vice President, General Counsel and Secretary Business Telecom of Virginia, Inc. By: /s/ J. Xxxxxx Xxxxxx Name: J. Xxxxxx Xxxxxx Title: Senior Vice President, General Counsel and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX By CREDIT SUISSE SECURITIES (USA) LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein)consummation of the Registered Exchange Offer or such shorter period during which broker-dealers are required by law to deliver such a 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 Exchange Securities for its own account in exchange for Initial Securities, where such Initial 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Dateconsummation of the Registered Exchange Offer or such shorter period during which broker-dealers are required by law to deliver such a prospectus (the “Delivery Period”), it will make this prospectusProspectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until ,20[ ], 201_ , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.( 1) 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 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 180 days after During the Expiration Date Delivery Period, 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 brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY TransDigm Inc. By: /s/ W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Name: W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, INC. Chief Executive Officer TransDigm Group Incorporated By: /s/ W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Name: W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. Chief Executive Officer Avionic Instruments Inc. By: /s/ W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Name: W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY Chief Executive Officer Xxxxxx Aerospace Inc. By: /s/ W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Name: W. Xxxxxxxx Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC Chief Executive Officer DAC Realty Corp. By: /s/ W. Xxxxxxxx Xxxxxx X. Name: W. Xxxxxxxx Xxxxxx Title: Chief Executive Officer 24 Champion Aerospace Inc. By: /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chief Executive Officer MarathonNorco Aerospace Inc. By: /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chief Executive Officer ZMP, Inc. By: /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chief Executive Officer Xxxxx Rite Aerospace, Inc. By: /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chief Executive Officer Christie Electric Corp. By: /s/ W. Xxxxxxxx Xxxxxx Name: W. Xxxxxxxx Xxxxxx Title: Chief Executive Officer Xxxxxxx Engineering Corp. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Secretary and Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES Banc of America Securities LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxx XxXxxxxx Name: Xxxx XxXxxxxx Title:Managing Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx Title: Executive :Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Acting on behalf of themselves and as representatives of the Initial Purchasers 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 Exchange Offer must acknowledge that it will deliver a prospectus 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,[ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 of its expenses incident to the Exchange Offer (including and the reasonable expenses of one counsel for the Holders of the Securities) 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.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY TransDigm Inc. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: Treasurer PHG TEA LEAVESExecutive Vice President, INC. Chief Financial Officer and Assistant Secretary TransDigm Group Incorporated By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: President MOLLANVICKExecutive Vice President, INC. Chief Financial Officer and Assistant Secretary Avionic Instruments LLC By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Assistant Secretary and Treasurer Xxxxxx Aerospace Inc. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: Assistant Secretary and Treasurer GLATFELTER HOLDINGSAeroControlex Group, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant and Treasurer Champion Aerospace LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Secretary and Treasurer MarathonNorco Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Aviation Technologies, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Rite Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Assistant Secretary and Treasurer Avtech Corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Transicoil LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CDA InterCorp LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Malaysian Aerospace Services, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CEF Industries, LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Secretary and Treasurer Signature page to the Registration Rights Agreement Aircraft Parts Corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES Credit Suisse Securities (USA) LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. set forth in Schedule II hereto 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 Exchange Offer must acknowledge that it will deliver a prospectus 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,[ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 of its expenses incident to the Exchange Offer (including and the reasonable 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.
Appears in 1 contract
Samples: Registration Rights Agreement (TransDigm Group INC)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company, in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE MIDSTREAM PARTNERS, L.P. By : Chesapeake Midstream GP, L.L.C., its general partner By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Title: Treasurer PHG TEA LEAVES, INCChief Executive Officer CHKM FINANCE CORP. By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Title: President MOLLANVICKChief Executive Officer CHESAPEAKE MIDSTREAM GP, INC. L.L.C. By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Chief Executive Officer CHESAPEAKE MLP OPERATING, L.L.C. By: /s/ Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. J. Xxxx Xxxxx Title: Treasurer GLATFELTER HOLDINGSChief Executive Officer CHESAPEAKE MIDSTREAM GAS SERVICES, LLC L.L.C. By: /s/ Xxxxxx X. J. Xxxx Xxxxx Name: Xxxxxx X. J. Xxxx Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Chief Executive Officer OKLAHOMA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer TEXAS MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer XXXXXX MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer BLUESTEM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer MAGNOLIA MIDSTREAM GAS SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer APPALACHIA MIDSTREAM SERVICES, L.L.C. By: /s/ J. Xxxx Xxxxx Name: J. Xxxx Xxxxx Title: Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX BARCLAYS CAPITAL INC. CREDIT SUISSE SECURITIES (USA) LLC For itself and on behalf RBS SECURITIES INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Initial Purchasers By By: Barclays Capital Inc. By: /s/ Xxxxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC By: Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director By: RBS Securities Inc. By: /s/ Marin Gagliari Name: Marin Gagliari Title: Director By: Xxxxx Fargo Securities, LLC By: /s/ X. Xxxxxxxx Xxxxxx Name: X. Xxxxxxxx Xxxxxx Title: Director 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,, 20[ [__], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Midstream Partners Lp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: NEWMARKET CORPORATION By /s/ Xxxxxx X. XxxxxXxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President NEWMARKET INVESTMENT COMPANY By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President NEWMARKET SERVICES CORPORATION By /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: President ETHYL CORPORATION By /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. XxxxxXxxxxxxx, Xx. Title: President MOLLANVICK, INC. By: ETHYL ASIA PACIFIC LLC By /s/ Xxxxxx Xxxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx Xxxxxxx X. XxxxxXxxxxxxx, Xx. Title: Manager ETHYL EXPORT CORPORATION By /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: NEWMARKET CORPORATION REGISTRATION RIGHTS AGREEMENT ETHYL INTERAMERICA CORPORATION By /s/ Xxxxxx Xxxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx Xxxxxxx X. XxxxxXxxxxxxx, Xx. Title: Treasurer GLATFELTER President ETHYL VENTURES, INC. By /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: President INTERAMERICA TERMINALS CORPORATION By /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: President ETHYL CANADA HOLDINGS, INC. By /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: President AFTON CHEMICAL INTANGIBLES LLC By: By /s/ C.S. Xxxxxx X. Xxxxx Name: C.S. Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Manager AFTON CHEMICAL ASIA PACIFIC LLC By /s/ C.S. Xxxxxx Xxxxx Name: C.S. Xxxxxx Xxxxx Title: Manager AFTON CHEMICAL CANADA HOLDINGS, INC. By /s/ C.S. Xxxxxx Xxxxx Name: C.S. Xxxxxx Xxxxx Title: President NEWMARKET CORPORATION REGISTRATION RIGHTS AGREEMENT AFTON CHEMICAL JAPAN HOLDINGS, INC. By /s/ C.S. Xxxxxx Xxxxx Name: C.S. Xxxxxx Xxxxx Title: President AFTON CHEMICAL CORPORATION By /s/ C.S. Xxxxxx Xxxxx Name: C.S. Xxxxxx Xxxxx Title: President AFTON CHEMICAL ADDITIVES CORPORATION By /s/ C.S. Xxxxxx Xxxxx Name: C.S. Xxxxxx Xxxxx Title: President THE XXXXX XXXXXX CORPORATION By /s/ C.S. Xxxxxx Xxxxx Name: C.S. Xxxxxx Xxxxx Title: President OLD TOWN LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Manager NEWMARKET CORPORATION REGISTRATION RIGHTS AGREEMENT The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX By: CREDIT SUISSE SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) LLC By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director NEWMARKET CORPORATION REGISTRATION RIGHTS AGREEMENT SCHEDULE I NewMarket Corporation Guarantor Entities Guarantor Jurisdiction Afton Chemical Corporation Delaware Afton Chemical Intangibles LLC Xxxxxxxx Xxxxx Chemical Asia Pacific LLC Xxxxxxxx Xxxxx Chemical Canada Holdings, Inc. Xxxxxxxx Xxxxx Chemical Japan Holdings, Inc. Xxxxxxxx Xxxxx Chemical Additives Corporation Virginia Ethyl Corporation Virginia Ethyl Asia Pacific LLC Virginia Ethyl Canada Holdings, Inc. Virginia Ethyl Export Corporation Virginia Ethyl Interamerica Corporation Delaware Ethyl Ventures, Inc. Virginia Interamerica Terminals Corporation Virginia The Xxxxx Xxxxxx Corporation Virginia NewMarket Services Corporation Virginia NewMarket Investment Company Virginia Old Town LLC Virginia 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
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Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Issuer Purchasers and the Guarantors Issuers in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESPLAYTEX PRODUCTS, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxx, Xx. ----------------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx, Xx. ------------------------------------ Title: Executive Vice President MOLLANVICKand Chief Financial Officer ----------------------------------- PLAYTEX SALES & SERVICES, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxx, Xx. ----------------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Executive Vice President THE GLATFELTER PULP XXXX COMPANY PLAYTEX MANUFACTURING, INC. By: /s/ Xxxxx X. Xxxxxx X. Xxxxx, Xx. ----------------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC Executive Vice President PLAYTEX INVESTMENT CORP. By: /s/ Xxxxx X. Xxxxxx X. Xxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Executive Vice President PLAYTEX INTERNATIONAL CORP. By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President TH MARKETING CORP. By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President SMILE-TOTE, INC. By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President SUN PHARMACEUTICALS CORP. By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President PERSONAL CARE GROUP, INC. By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President PERSONAL CARE HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President CAREWELL INDUSTRIES, INC. By: /s/ Xxxxx X. Xxxxxx ----------------------------------------- Name: Xxxxx X. Xxxxxx Title: Executive Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers CREDIT SUISSE FIRST BOSTON CORPORATION By /s/ Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx ------------------------------------- Name: Xxxxxx Xxxx X. Xxxxxxxxx Xxxxxxxx ----------------------------- Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings---------------------------- XXXXX FARGO BROKERAGE SERVICES, LLC SCHEDULE B INITIAL PURCHASERS By /s/ Xxxxxxx X. Xxxxxxxx ------------------------------------- Name: Xxxxxxx X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Xxxxxxxx ----------------------------- Title: Senior Vice President ---------------------------- 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 2001, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus. The Company Issuers 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 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 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 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 180 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 Issuers have agreed to pay all of their expenses incident to the Exchange Offer (including the expenses reasonable expenses, not to exceed $10,000, 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. 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 Initial 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.
Appears in 1 contract
Samples: Personal Care Holdings Inc
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESEXCO RESOURCES, INC. By: by /s/ X. X. Xxxxxx X. Xxxxx, Xx. Name: X. X. Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICKTAURUS ACQUISITION, INC. By: by /s/ J. Xxxxxxx Xxxxxx X. Xxxxx, Xx. Name: J. Xxxxxxx Xxxxxx X. Xxxxx, Xx. Title: Vice President THE GLATFELTER PULP XXXX COMPANY By: EXCO INVESTMENT I, LLC by /s/ Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGSVice President EXCO INVESTMENT II, LLC By: by /s/ J. Xxxxxxx Xxxxxx X. Xxxxx Name: J. Xxxxxxx Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Vice President NCE ACQUISITION, INC. by /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President EXCO OPERATING, LP, BY EXCO INVESTMENT II, LLC, its general partner by /s/ J. Xxxxxxx Xxxxxx Name: J. Xxxxxxx Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE FIRST BOSTON LLC BANC ONE CAPITAL MARKETS, INC. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea LeavesBNP PARIBAS SECURITIES CORP. COMERICA SECURITIES, Inc. • MollanvickINC. FLEET SECURITIES, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities INC. SCOTIA CAPITAL (USA) Inc. INC. TD SECURITIES (USA) INC. By CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director 17 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, Purchasers and the Issuer Company and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESUNITED RENTALS (NORTH AMERICA), INC. By: by /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxx Title: Executive Vice President MOLLANVICKand Chief Financial Officer UNITED RENTALS, INC. By: by /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxx Title: Executive Vice President THE GLATFELTER PULP XXXX COMPANY By: and Chief Financial Officer INFOMANAGER, INC. by /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxx Title: Treasurer GLATFELTER HOLDINGSVice President UNITED RENTALS (DELAWARE), LLC By: INC. by /s/ Xxxxxx Xxxxxxx X. Xxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx Xxxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Vice President UNITED RENTALS FINANCING LIMITED PARTNERSHIP, BY UNITED RENTALS OF NOVA SCOTIA (NO. 1), ULC, ITS GENERAL PARTNER by /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer UNITED RENTALS HIGHWAY TECHNOLOGIES GULF, INC. by /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President UNITED RENTALS NORTHWEST, INC. by /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President UNITED RENTALS REALTY, LLC, BY UNITED RENTALS (NORTH AMERICA), INC., ITS MANAGING MEMBER by /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Executive Vice President and Chief Financial Officer XXXXX SYSTEMS, INC. by /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and XXXXXXX & CO. INCORPORATED Acting on behalf of itself and as a Representative of the several Initial Purchasers Purchasers. By /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC ACTING ON BEHALF OF ITSELF AND AS A REPRESENTATIVE OF THE SEVERAL PURCHASERS. By /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Principal 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 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 Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed thatto use commercially reasonable efforts to amend and supplement the prospectus contained in the Exchange Offer Registration statement in order 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 Securities, for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Participating Broker-Dealers or such other persons are required by law to deliver such prospectus); provided, however, that if for any day during such period the Company restricts the use of 180 days after the Expiration Date (as defined herein)such prospectus, it will make this Prospectus available to any brokersuch period shall be extended on a day-dealer for use in connection with any such resalefor-day basis. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed thatthat it will allow Participating Broker-Dealers and any 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 Securities, for a period commencing on the day the Exchange Offer is consummated and continuing for 90 days (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus); provided, however, that if for any day during such period the Company restricts the use of 180 days after the Expiration Date, it will make this such prospectus, as amended or supplemented, available to any brokersuch period shall be extended on a day-dealer for use in connection with any such resalefor-day basis. In addition, until ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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. 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.The
Appears in 1 contract
Samples: Registration Rights Agreement (United Rentals Inc /De)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY MAGNUM HUNTER RESOURCES CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Chief Financial Officer, Executive Vice President and Secretary ALPHA HUNTER DRILLING, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer PHG TEA LEAVESXXXXXX XXXXXX, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer EAGLE FORD HUNTER, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Executive Vice President MOLLANVICKand Treasurer HUNTER AVIATION, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer HUNTER REAL ESTATE, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer MAGNUM HUNTER MARKETING, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer MAGNUM HUNTER PRODUCTION, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Executive Vice President THE GLATFELTER PULP XXXX COMPANY and Treasurer MAGNUM HUNTER RESOURCES GP, LLC By: MAGNUM HUNTER RESOURCES CORPORATION, its Sole Member By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGSChief Financial Officer, Executive Vice President and Secretary MAGNUM HUNTER RESOURCES, LP By: MAGNUM HUNTER RESOURCES GP, LLC, its General Partner By: MAGNUM HUNTER RESOURCES CORPORATION, its Sole Member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Financial Officer, Executive Vice President and Secretary NGAS GATHERING, LLC By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Executive Vice President and Treasurer Signature page to the Registration Rights Agreement NGAS HUNTER, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer PRC WILLISTON LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer TRIAD HUNTER, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer VIKING INTERNATIONAL RESOURCES CO., INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer WILLISTON HUNTER, INC. By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer WILLISTON HUNTER ND, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxxxxxxx Xxxxxx X. Xxxxxxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. For themselves and the other several initial purchasers. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein)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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Dateexpiration 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 ,20, 201[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 days after the Expiration Date 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 reasonable and documented expenses incident to the Exchange Offer (including the reasonable and documented 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Magnum Hunter Resources Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESXXXXX NURSERIES, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxxx -------------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President MOLLANVICKChief Financial Officer, Secretary and Treasurer XXXXX HORTICULTURE, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxxx -------------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Chief Financial Officer, Secretary and Treasurer XXXXX SGUS, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxxx -------------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Chief Financial Officer, Secretary and Treasurer GLATFELTER HOLDINGSENVIRO-SAFE LABORATORIES, LLC INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Xxxxxxxx -------------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxx Xxxxxxxx Title: Chief Financial Officer, Secretary and Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES CREDIT SUISSE FIRST BOSTON LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. Xxxxxxxxx [unintelligible] ----------------------------------- Name: Xxxxxx X. Xxxxxxxxx [unintelligible] Title Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxx Xxxxxxx ----------------------------------- Name: Xxxx Xxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.Director
Appears in 1 contract
Samples: Registration Rights Agreement (Hines Horticulture Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESand Senior Vice President—Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE EAGLE CANADA CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE OPERATING, INC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer and Vice President MOLLANVICKCHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, INC. L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Treasurer and Senior Vice President—Human Resources MIDCON COMPRESSION L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX BANC OF AMERICA SECURITIES LLC For itself and BEAR, XXXXXXX & CO. INC. CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. UBS SECURITIES LLC Acting on behalf of themselves and as Representatives of the several Initial Purchasers By By: BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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. 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.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] 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:
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Louisiana Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY ByTHE COMPANY: INTERNATIONAL LOGISTICS LIMITED By /s/ Xxxxxx XXXXX X. Xxxxx, Xx. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESPresident and Chief Executive Officer THE GUARANTORS: THE BEKINS COMPANY By /s/ XXXXX X. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx Title: President and Chief Executive Officer LEP PROFIT INTERNATIONAL, INC. By: By /s/ Xxxxxx XXXXX X. Xxxxx, Xx. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICKChairman of the Board ILLCAN, INC. By: By /s/ Xxxxxx XXXXX X. Xxxxx, Xx. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: Chairman of the Board ILLSCOT, INC. By /s/ Xxxxxx XXXXX X. Xxxxx, Xx. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGSChairman of the Board MATRIX INTERNATIONAL LOGISTICS, LLC By: INC. By /s/ Xxxxxx XXXXX X. Xxxxx XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as Chairman of the date first above writtenBoard LIW HOLDINGS CORP. X.X. By /s/ XXXXX X. XXXXXX SECURITIES LLC For itself and on behalf -------------------------------- Name: Xxxxx X. Xxxxxx Title: Chairman of the several Initial Purchasers Board BEKINS VAN LINES CO. By /s/ Xxxxxx XXXXX X. Xxxxxxxxx XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea LeavesVice President LEP FAIRS, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS INC. By /s/ XXXXX X. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 SecuritiesTitle: Vice President AIR FREIGHT CONSOLIDATORS INTERNATIONAL, INC. The Letter of Transmittal states that by so acknowledging and by delivering a prospectusBy /s/ XXXXX X. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President BAY AREA MATRIX, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities ActINC. 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.By /s/ XXXXX X. XXXXXX -------------------------------- Name: Xxxxx X. Xxxxxx Title: Vice President
Appears in 1 contract
Samples: Bekins Co /New/
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY DELCO REMY INTERNATIONAL, INC., By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx Xxxxx X. Xxxxx Name: Xxxxxx Title: SUBSIDIARY GUARANTORS: DELCO REMY AMERICA, INC. By /s/ Xxxxx X. Xxxxx Name: Title: Treasurer Signature page to the Registration Rights Agreement NABCO, INC. By /s/ Xxxxx X. Xxxxx Name: Title: POWER INVESTMENTS, INC. By /s/ Xxxxx X. Xxxxx Name: Title: FRANKLIN POWER PRODUCTS, INC. By /s/ Xxxxx X. Xxxxx Name: Title: INTERNATIONAL FUEL SYSTEMS, INC. By /s/ Xxxxx X. Xxxxx Name: Title: POWER INVESTMENTS MARINE, INC. By /s/ Xxxxx X. Xxxxx Name: Title: MARINE CORPORATION OF AMERICA By /s/ Xxxxx X. Xxxxx Name: Title: POWRBILT PRODUCTS, INC. By /s/ Xxxxx X. Xxxxx Name: Title: WORLD WIDE AUTOMOTIVE, L.L.C. By /s/ Xxxxx X. Xxxxx Name: Title: BALLANTRAE CORPORATION By /s/ Xxxxx X. Xxxxx Name: Title: XXXXXXXX TECHNOLOGIES, INC. By /s/ Xxxxx X. Xxxxx Name: Title: REMY POWERTRAIN, L.P. By /s/ Xxxxx X. Xxxxx Name: Title: M & M XXXXX AUTO PARTS, L.L.C. By /s/ Xxxxx X. Xxxxx Name: Title: REMAN HOLDINGS, L.L.C. By /s/ Xxxxx X. Xxxxx Name: Title: REMY INTERNATIONAL, INC. By /s/ Xxxxx X. Xxxxx Name: Title: XXX XXXXX, X.X.X. By /s/ Xxxxx X. Xxxxx Name: Title: XXXX XXXXX, X.X.X. By /s/ Xxxxx X. Xxxxx Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. WACHOVIA CAPITAL MARKETS, LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx by: CREDIT SUISSE FIRST BOSTON LLC By: /S/ XXXXXXX X. Xxxxxxxxx XXXXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealersbrokerdealers. Exchange 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 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 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 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 180 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 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Delco Remy International Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY TRANSDIGM INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. XxxxxXxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, XxChief Financial Officer and Secretary AVIONIC INSTRUMENTS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer PHG TEA LEAVESand Assistant Secretary XXXXXX AEROSPACE INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Assistant Secretary DAC REALTY CORP. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Assistant Secretary CHAMPION AEROSPACE INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Assistant Secretary MARATHONNORCO AEROSPACE INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Assistant Secretary ZMP, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: President MOLLANVICKTreasurer and Assistant Secretary XXXXX RITE AEROSPACE, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Assistant Secretary CHRISTIE ELECTRIC CORP. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Assistant Secretary XXXXXXX ENGINEERING CORP. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CDA INTERCORP. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES Credit Suisse Securities (USA) LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Xxxxxx Brothers Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director Acting on behalf of themselves and as representatives of the Initial Purchasers 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 Exchange Offer must acknowledge that it will deliver a prospectus 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,[ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.)
Appears in 1 contract
Samples: Registration Rights Agreement (TransDigm Group INC)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer and each of the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY ALION SCIENCE AND TECHNOLOGY CORPORATION By: /s/ Xxxxxxx X. Xxxxx Title: Senior Vice President, Chief Financial Officer and Treasurer HUMAN FACTORS APPLICATIONS, INC., By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Treasurer PHG TEA LEAVESSecretary ALION-METI CORPORATION, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President MOLLANVICKSecretary ALION-CATI CORPORATION, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Secretary ALION-JJMA CORPORATION, By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Treasurer GLATFELTER HOLDINGSSecretary ALION-BMH CORPORATION, LLC By: /s/ Xxxxxx X. Xxxxx NameXxxxxxxx Title: Secretary WASHINGTON CONSULTING, INC., By: /s/ Xxxxxx X. Xxxxx Xxxxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Secretary ALION-MA&D CORPORATION, By: /s/ Xxxxxx X. Xxxxxxxx Title: Secretary ALION-IPS CORPORATION, By: /s/ Xxxxxx X. Xxxxxxxx Title: Secretary WASHINGTON CONSULTING GOVERNMENT SERVICES, INC., By: /s/ Xxxxxx X. Xxxxxxxx Title: Secretary ALION CANADA (US) CORPORATION, By: /s/ Xxxxxx X. Xxxxxxxx Title: Secretary 18 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Nameby: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Credit Suisse Securities (USA) Inc. LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (Alion Science & Technology Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Issuers and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY AQUILEX HOLDINGS LLC By: /s/ Xxxxxx Xxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx Title: AQUILEX FINANCE CORP. By: /s/ Xxx X. XxxxxXxxxxxxx Name: X.X. Xxxxxx, Xx. Title: Treasurer PHG TEA LEAVESChief Executive Officer AQUILEX CORPORATION By: /s/ Xxx X. Xxxxxxxx Name: X.X. Xxxxxx, Xx. Title: Chief Executive Officer AQUILEX HYDROCHEM, INC. By: /s/ Xxxxxx Xxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. XxxxxX.X. Xxxxxx, Xx. Title: President MOLLANVICKChief Executive Officer AQUILEX HYDROCHEM INDUSTRIAL CLEANING, INC. By: /s/ Xxxxxx Xxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. XxxxxX.X. Xxxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY Chief Executive Officer AQUILEX SMS, INC. By: /s/ Xxxxxx Xxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. XxxxxX.X. Xxxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGSChief Executive Officer AQUILEX SPECIALTY REPAIR AND OVERHAUL, LLC INC. By: /s/ Xxxxxx Xxx X. Xxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx X.X. Xxxxxx, Xx. Title: Treasurer Signature page to the Registration Rights Agreement Chief Executive Officer AQUILEX WSI, INC. By: /s/ Xxx X. Xxxxxxxx Name: X.X. Xxxxxx, Xx. Title: Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX by: CREDIT SUISSE SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. LLC By: /s/ Xxxx Xxxxxxx Name: Title: by: XXXXXX XXXXXXX & CO. INCORPORATED By: /s/ Xxxxx Xxxxxxxx Name: Title: by: RBC CAPITAL MARKETS CORPORATION By: /s/ Xxxxxxxx Xxxxxx Name: Title: 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), or such shorter period during which participating broker-dealers are required by law to deliver such a prospectus, it will make this Prospectus available to any broker-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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, or such shorter period during which participating broker-dealers are required by law to deliver such a prospectus, it will make this prospectus, as amended or supplemented, available to any broker-broker dealer for use in connection with any such resale. In addition, until ,20[ ], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 days after the Expiration Date Date, or such shorter period during which participating broker-dealers are required by law to deliver such a prospectus, 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.. 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:
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors Guarantors, in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESOIL STATES INTERNATIONAL, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. XxxxxXxxxxx Senior Vice President, XxChief Financial Officer and Treasurer ACUTE TECHNOLOGICAL SERVICES, INC. Name: Xxxxxx X. XxxxxOIL STATES SKAGIT SMATCO, Xx. Title: President MOLLANVICKLLC OIL STATES INDUSTRIES, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. XxxxxXxxxxx Vice President and Assistant Treasurer CAPSTAR DRILLING, XxINC. Name: Xxxxxx X. XxxxxCAPSTAR DRILLING LP, XxL.L.C. CAPSTAR HOLDING, L.L.C. GENERAL MARINE LEASING, LLC OIL STATES ENERGY SERVICES, INC. Title: President THE GLATFELTER PULP XXXX SOONER HOLDING COMPANY SOONER INC. SOONER PIPE, L.L.C. SPECIALTY RENTAL TOOLS & SUPPLY, L.L.C. STINGER WELLHEAD PROTECTION, INCORPORATED WELL TESTING, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Vice President and Treasurer GLATFELTER HOLDINGSPTI MARS HOLDCO 1, LLC By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx NameXxxxxx Vice President, Chief Financial Officer and Treasurer CAPSTAR DRILLING GP, L.L.C. By: OIL STATES ENERGY SERVICES, INC., its sole member By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx TitleXxxxxx Vice President and Treasurer PTI GROUP USA LLC OIL STATES MANAGEMENT, INC. By: Treasurer Signature page to the Registration Rights Agreement /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE SECURITIES (USA) LLC For itself and on behalf RBC CAPITAL MARKETS, LLC XXXXX FARGO SECURITIES, LLC As Representatives of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx NameBy: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: RBC Capital Markets, LLC By: /s/ Shaubik Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director By: Xxxxx Fargo Securities, LLC By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Director SCHEDULE A Guarantors Acute Technological Services, Inc. Texas Capstar Drilling LP, L.L.C. Delaware Capstar Holding, L.L.C. Delaware Capstar Drilling, Inc. Texas Capstar Drilling GP, L.L.C. Delaware General Marine Leasing, LLC Delaware Oil States Energy Services, Inc. Delaware Oil States Management, Inc. Delaware Oil States Industries, Inc. Delaware Oil States Skagit SMATCO, LLC Delaware PTI Group USA LLC Delaware PTI Mars Holdco 1, LLC Delaware Sooner Inc. Delaware Sooner Pipe, L.L.C. Delaware Sooner Holding Company Delaware Specialty Rental Tools & Supply, L.L.C. Delaware Stinger Wellhead Protection, Incorporated Texas Well Testing, Inc. Delaware 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (Oil States International, Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasersseveral Placement Agents, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: PTS ACQUISITION CORP. by /s/ Xxxxxx X. Xxxxx, Xx. Xxxxx Xxxxxxx Name: Xxxxxx X. XxxxxXxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer CARDINAL HEALTH 409, XxINC. by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer GUARANTORS: CARDINAL HEALTH 400, INC. by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer CARDINAL HEALTH 406, LLC by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer CARDINAL HEALTH 421, INC by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer CARDINAL HEALTH PTS, LLC by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Financial Officer and Treasurer GLACIER CORPORATION by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: President X.X. XXXXXXX TECHNOLOGIES, INC. by /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and Acting on behalf of themselves and as the Representatives of the several Initial Purchasers XXXXXX XXXXXXX & CO. INCORPORATED By /s/ Xxxxx X’Xxxxxxxxx Name: Xxxxx X’Xxxxxxxxx Title: Vice Chairman XXXXXXX SACHS & CO. By /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx Title: Executive Director SCHEDULE Authorized Signatory Schedule A LIST OF SUBSIDIARY GUARANTORS • PHG Tea LeavesXxxxxx Xxxxxxx & Co. Incorporated Xxxxxxx, Sachs & Co. Banc of America Securities LLC Ban of America Securities Limited Deutsche Bank Securities Inc. Deutsche Bank AG, London Branch GE Capital Markets, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. GE Corporate Finance Bank SAS 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 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 180 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 Transmittaldocuments. 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Catalent USA Woodstock, Inc.)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Issuer, the Company, the Parent Guarantor and the Subsidiary Guarantors party hereto in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: CBRE ESCROW, INC. by /s/ Xxxxxx XXXXX X. XxxxxXXXXXX, XxXX. Name: Xxxxxx Xxxxx X. XxxxxXxxxxx, Xx. Title: Treasurer PHG TEA LEAVESExec. Vice President/Secretary CB XXXXXXX XXXXX SERVICES, INC. By: by /s/ Xxxxxx XXXXX X. XxxxxXXXXXX, XxXX. Name: Xxxxxx Xxxxx X. XxxxxXxxxxx, Xx. Title: President MOLLANVICKExec. Vice President/Secretary CBRE HOLDING, INC. By: by /s/ Xxxxxx XXXXX X. XxxxxXXXXXX, XxXX. Name: Xxxxxx Xxxxx X. XxxxxXxxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx Exec. Vice President/Secretary CB Xxxxxxx Xxxxx, Inc. CBRE Consulting, Inc. Xxx X. Xxxxx, Inc. Xxxxxxx X. Xxxxxx, Xx., Inc. CBRE-Profi Acquisition Corp. CB Xxxxxxx Xxxxx Investors, Inc. CBRE HR, Inc. CB Xxxxxxx Xxxxx Corporate Facilities Management, Inc. CB Xxxxxxx Xxxxx of California, Inc. Westmark Real Estate Acquisition Partnership, LP Holdpar A, G.P. Holdpar B, G.P. CB Xxxxxxx Xxxxx Investors, LLC CBREI Manager, L.L.C. CBREI Funding, L.L.C. Global Innovation Advisor, LLC X.X. Melody & Company LJMGP, LLC CBRE/LJM-Nevada, Inc. CBRE/LJM Mortgage Company LLC X.X. Xxxxxx & Company of Texas, XX Xxxx Investment Management, Inc. Xxxx Partnerships I, Inc. Xxxx Partnerships II, Inc. Xxxx Capital Markets Group, Inc. Xxxxxxx-Xxxxx Investments by /s/ XXXXX X. XXXXXX, XX. Name: Xxxxxx Xxxxx X. XxxxxXxxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Authorized Signatory The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES CREDIT SUISSE FIRST BOSTON LLC For Acting on behalf of itself and on behalf as the Representative of the several Initial Purchasers By CREDIT SUISSE FIRST BOSTON LLC By /s/ Xxxxxx X. Xxxxxxxxx XXXXX XXXXX Name: Xxxxxx X. Xxxxxxxxx Xxxxx Xxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20, [ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 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 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 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 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 180 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 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.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. 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:
Appears in 1 contract
Samples: Registration Rights Agreement (Cb Richard Ellis Corporate Facilities Management Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESXXXXXXX XXXX HOMES, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Title: Executive Vice President MOLLANVICKXXXXXXX XXXX HOMES CALIFORNIA EQUITY FUNDING, INC. PH-LP VENTURES DUXFORD FINANCIAL, INC. SYCAMORE CC, INC. XXXXXXX CMR, INC. XXXXXXX XXXX SOUTHWEST, INC. PH-XXXXXX VENTURES HSP, INC. PH VENTURES-SAN XXXX XXXXXXX HOMES XXXX XXXXXXXX, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Title: Executive Vice President THE GLATFELTER PULP XXXX COMPANY WLH ENTERPRISES By: Xxxxxxx Xxxx Homes, Inc. Its: General Partner By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Title: Treasurer GLATFELTER HOLDINGSExecutive Vice President By: Xxxxxxx CMR, Inc. Its: General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President LYON EAST XXXXXXXX COMPANY I, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Sole Member By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Executive Vice President LAGUNA BIG HORN, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Managing Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President LYON WATERFRONT, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President CIRCLE G AT THE CHURCH FARM NORTH JOINT VENTURE, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Manager By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President DUXFORD INSURANCE SERVICES, LLC By: Duxford Financial, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President WHITNEY RANCH VILLAGE 5, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Managing Member and Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President LYON XXXXXXXX, LLC By: Lyon Xxxxxxxx, Inc. Its: Managing Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President MOUNTAIN FALLS, LLC By: Xxxxxxx Xxxx Homes, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President MOUNTAIN FALLS GOLF COURSE, LLC By: WLH Enterprises Its: Managing Member By: Xxxxxxx Xxxx Homes, Inc. Its: General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President By: Xxxxxxx CMR, Inc. Its: General Partner By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice Chairman For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. set forth in Schedule I hereto 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 Exchange Offer must acknowledge that it will deliver a prospectus 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,, 20[ ]] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 Exchange Offer (including the expenses of one counsel for the Holders of the SecuritiesHolders) 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.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVES& Senior Vice President— Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE BNR CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE OPERATING, INC. CHESAPEAKE PEP CORP. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE FOCUS, L.L.C. CHESAPEAKE KNAN ACQUISITION, L.L.C. CHESAPEAKE MOUNTAIN FRONT, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. SAP ACQUISITION, L.L.C., By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer & Vice President MOLLANVICKCHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LNG, INC. L.P. CHESAPEAKE LOUISIANA, L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Treasurer & Senior Vice President— Human Resources MIDCON COMPRESSION L.P. By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement & Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC For itself and CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. UBS SECURITIES LLC, Acting on behalf of themselves and as Representatives of the several Initial Purchasers By By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxx X. Xxxx Xxxxxxxxx Name: Xxxxxx X. Xxxx Xxxxxxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Managing Director 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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. 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.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] 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:
Appears in 1 contract
Samples: Registration Rights Agreement (Gothic Production LLC)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, Purchaser and the Company ,the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY INTERNATIONAL WIRE GROUP, INC., By: /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx ------------------------------------------------ Name: Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx Title: Treasurer PHG TEA LEAVESSenior Vice President and Secretary INTERNATIONAL WIRE HOLDING COMPANY, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx ------------------------------------------------ Name: Xxxxxx Xxxxx X. XxxxxXxxxxxx Title: Senior Vice President and Secretary CAMDEN WIRE CO., Xx. INC., By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: President MOLLANVICKand Secretary IWG RESOURCES, INC. LLC, By: /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx ------------------------------------------------ Name: Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx Title: Senior Vice President THE GLATFELTER PULP XXXX COMPANY and Secretary INTERNATIONAL WIRE ROME OPERATIONS, INC., By: /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx ------------------------------------------------ Name: Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxx Title: Treasurer GLATFELTER HOLDINGSSenior Vice President and Secretary OWI CORPORATION, LLC By: /s/ Xxxxxx Xxxxx X. Xxxxx Xxxxxxx ------------------------------------------------ Name: Xxxxxx Xxxxx X. Xxxxx Xxxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Senior Vice President and Secretary OMEGA WIRE, INC., By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Secretary WIRE TECHNOLOGIES, INC., By: /s/ Xxxxx X. Xxxxxxx ------------------------------------------------ Name: Xxxxx X. Xxxxxxx Title: Senior Vice President and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES CREDIT SUISSE FIRST BOSTON LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. Xxxxxxxxx Garden ----------------------------------- Name: Xxxxxx X. Xxxxxxxxx Garden Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.DISTRIBUTION
Appears in 1 contract
Samples: Registration Rights Agreement (International Wire Group Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY TransDigm Inc. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: Treasurer PHG TEA LEAVESExecutive Vice President, INC. Chief Financial Officer and Secretary TransDigm Group Incorporated By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: President MOLLANVICKExecutive Vice President, INC. Chief Financial Officer and Secretary Avionic Instruments LLC By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Secretary and Treasurer Xxxxxx Aerospace Inc. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: Secretary and Treasurer GLATFELTER HOLDINGSAeroControlex Group, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Champion Aerospace LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer MarathonNorco Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Aviation Technologies, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Rite Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Avtech Corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Transicoil LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CDA InterCorp LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Malaysian Aerospace Services, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CEF Industries, LLC By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Secretary and Treasurer Signature page to the Registration Rights Agreement Aircraft Parts Corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer 18 Acme Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Industries, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxx Aerospace, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Semco Instruments, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Xxxxxxxx Corporation By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XxXxxxxxx Aerospace DE, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XxXxxxxxx Aerospace Holdings, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XxXxxxxxx Aerospace Investments, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XxXxxxxxx Aerospace US LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Texas Rotronics Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Valley-Todeco, Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Western Sky Industries, LLC By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES UBS Securities LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Leveraged Capital Markets Director By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. set forth in Schedule I hereto 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 Exchange Offer must acknowledge that it will deliver a prospectus 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,[ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 of its expenses incident to the Exchange Offer (including and the reasonable 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.
Appears in 1 contract
Samples: Registration Rights Agreement (TransDigm Group INC)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx DELCO REMY INTERNATIONAL, INC., by XXXXXX X. Xxxxx, Xx. XXXXXX ------------------------------------ Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESPresident SUBSIDIARY GUARANTORS: DELCO REMY AMERICA, INC. By: /s/ Xxxxxx ., by XXXXXX X. Xxxxx, Xx. XXXXXX ------------------------------------ Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President MOLLANVICKChief Executive Officer REMY INTERNATIONAL, INC. By: /s/ Xxxxxx ., by XXXXXX X. Xxxxx, Xx. XXXXXX ------------------------------------ Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx REMAN HOLDINGS, INC., by XXXXXX X. Xxxxx, Xx. XXXXXX ------------------------------------ Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGSPresident NABCO, LLC By: /s/ Xxxxxx INC., by XXXXX X. Xxxxx XXXXX ------------------------------------ Name: Xxxxxx Xxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Secretary THE A&B GROUP, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary A&B ENTERPRISES, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary DALEX, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary A&B CORES, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary R&L TOOL COMPANY, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary MCA, INC. OF MISSISSIPPI, by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary POWER INVESTMENTS, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary FRANKLIN POWER PRODUCTS, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary INTERNATIONAL FUEL SYSTEMS, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary MARINE CORPORATION OF AMERICA, by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary POWRBILT PRODUCTS, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary WORLD WIDE AUTOMOTIVE, INC., by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary BALLANTRAE CORPORATION, by XXXXX X. XXXXX ------------------------------------ Name: Xxxxx X. Xxxxx Title: Secretary TRACTECH, INC., by XXXXX X. XXXXX ----------------------------------- Name: Xxxxx X. Xxxxx Title: Vice President XXXXXXXX TECHNOLOGIES, INC., by XXXXX X. XXXXX ----------------------------------- Name: Xxxxx X. Xxxxx Title: Secretary ENGINE MASTER, L.P., by HSGI, Inc., its General Partner, by XXXXX X. XXXXX ----------------------------------- Name: Xxxxx X. Xxxxx Title: Vice President M & M XXXXX AUTO PARTS, INC., by XXXXX X. XXXXX ----------------------------------- Name: Xxxxx X. Xxxxx Title: Vice President POWER INVESTMENTS MARINE, INC., by XXXXX X. XXXXX ----------------------------------- Name: Xxxxx X. Xxxxx Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Credit Suisse First Boston Corporation Deutsche Banc Alex. Xxxxx By: CREDIT SUISSE FIRST BOSTON CORPORATION by XXXX XXXXXXXXXX --------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Xxxx Xxxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial Securities were acquired by such broker-broker- dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus./(1)/ 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 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 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 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-broker- dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 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 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.. _________________
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: Affinia Group Inc. By /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVES, INC. By: Senior Vice President and Chief Financial Officer Affinia Group Intermediate Holdings Corp. By /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Senior Vice President MOLLANVICK, INC. By: and Chief Financial Officer Affinia Products Corp. LLC By /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Vice President THE GLATFELTER PULP XXXX COMPANY By: Affinia Canada GP Corp. By /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: Vice President Affinia International Holdings Corp. By /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Vice President Automotive Brake Company Inc. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Brake Parts Inc. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Iroquois Tool Systems, Inc. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Xxxxxxx International Inc. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Wix Filtration Corp LLC By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President Wix Filtration Media Specialists, Inc. By /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Affinia Group Intermediate Holdings Inc.)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY ALPHA NATURAL RESOURCES, LLC By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President ALPHA NATURAL RESOURCES CAPITAL CORP. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: President ALPHA COAL SALES CO., LLC By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESVice President ALPHA ENERGY GLOBAL MARKETING, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President ALPHA LAND & RESERVES, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President ALPHA NATURAL RESOURCES SERVICES, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President ALPHA TERMINAL COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President AMFIRE, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President AMFIRE HOLDINGS, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Vice President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGSAMFIRE MINING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxx Xxxxxx Name: Xxxxxx X. Xxxxx Xxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Vice President AMFIRE WV, L.P. BY: AMFIRE HOLDINGS, INC., AS GENERAL PARTNER By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President XXXXXX RUN MINING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President XXXXXXXXX-XXXXXXX COAL COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President ENTERPRISE MINING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President XXXXXXXXX COAL CO., LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President GALLUP TRANSPORTATION & TRANSLOADING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President XXXXXXX PROCESSING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President XXXXXX PROCESSING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President KINGWOOD MINING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President LITWAR PROCESSING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President MAXXIM REBUILD CO., LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President MAXXIM SHARED SERVICES, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President MAXXUM CARBON RESOURCES, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President XXXXXXXX-WYOMING COAL COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President NATIONAL KING COAL LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President NEWHALL MINING COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President PARAMONT COAL COMPANY VIRGINIA, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President 20 RIVERSIDE ENERGY COMPANY, LLC By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President SOLOMONS MINING COMPANY By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE FIRST BOSTON LLC UBS SECURITIES LLC For itself and on behalf of the several Initial Purchasers By CITIGROUP GLOBAL MARKETS INC. XXXXXX XXXXXXX & CO. INCORPORATED BB&T CAPITAL MARKETS, A DIVISION OF XXXXX & XXXXXXXXXXXX, INC. by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxx X. Xxxxx Xxxxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxxxx Title: Executive Managing Director SCHEDULE EXHIBIT A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter HoldingsALPHA COAL SALES CO., LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities ALPHA ENERGY GLOBAL MARKETING,. LLC PNC Capital Markets ALPHA LAND & RESERVES, LLC RBS Securities Inc. HSBC Securities (USA) Inc. ALPHA NATURAL RESOURCES SERVICES, LLC ALPHA TERMINAL COMPANY, LLC AMFIRE, LLC AMFIRE HOLDINGS, INC. AMFIRE MINING COMPANY, LLC AMFIRE WEST VIRGINIA, X.X. XXXXXX RUN MINING COMPANY, LLC XXXXXXXXX-XXXXXXX COAL COMPANY, LLC ENTERPRISE MINING COMPANY, LLC XXXXXXXXX COAL CO., LLC GALLUP TRANSPORTATION & TRANSLOADING COMPANY, LLC XXXXXXX PROCESSING COMPANY, LLC XXXXXX PROCESSING COMPANY, LLC KINGWOOD MINING COMPANY, LLC LITWAR PROCESSING COMPANY, LLC MAXXIM REBUILD CO., LLC MAXXIM SHARED SERVICES, LLC MAXXUM CARBON RESOURCES, LLC XXXXXXXX-WYOMING COAL COMPANY, LLC NATIONAL KING COAL LLC NEWHALL MINING COMPANY, LLC PARAMONT COAL COMPANY VIRGINIA, LLC RIVERSIDE ENERGY COMPANY, LLC SOLOMONS MINING COMPANY 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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."
Appears in 1 contract
Samples: Registration Rights Agreement (Alpha Terminal Company, LLC)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY GULFPORT ENERGY CORPORATION By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Title: Treasurer PHG TEA LEAVESChief Executive Officer and President JAGUAR RESOURCES LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer PUMA RESOURCES, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Title: President MOLLANVICKChief Executive Officer GATOR MARINE, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Chief Executive Officer GATOR MARINE IVANHOE, INC. By: /s/ Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx, Xx. Xxxxx Title: Treasurer GLATFELTER Chief Executive Officer WESTHAWK MINERALS LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer GULFPORT BUCKEYE LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer GULFPORT MIDSTREAM HOLDINGS, LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. CREDIT SUISSE SECURITIES (USA) LLC XXXXXXX LYNCH, PIERCE, XXXXXX SECURITIES LLC For itself and & XXXXX INCORPORATED Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities BY CREDIT SUISSE SECURITIES (USA) Inc. LLC By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Director BY XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxx X. Xxx Name: Xxxxx X. Xxx Title: Director 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 Exchange Offer (including the expenses of one counsel for the Holders of the SecuritiesHolders) 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Gulfport Energy Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial several Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESCST BRANDS, INC. By: /s/ Xxxxxx Xxxxxxx X. XxxxxXxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Chief Financial Officer CST DIAMOND, Xx. NameL.P. By: Xxxxxx Emerald Marketing, Inc., its General Partner By: /s/ Xxxxxxx X. Xxxxx, Xx. Title: Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President MOLLANVICKand Chief Financial Officer CST SECURITY SERVICES, INC. By: /s/ Xxxxxx Xxxxxxx X. XxxxxXxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Treasurer Registration Rights Agreement AUTOTRONIC SYSTEMS, XxINC. Name: Xxxxxx X. XxxxxBIG DIAMOND, XxLLC BIG DIAMOND NUMBER 1, LLC CST ARKANSAS STATIONS, LLC CST CALIFORNIA STATIONS, INC. Title: President THE GLATFELTER PULP XXXX CST MARKETING AND SUPPLY COMPANY CST SERVICES LLC CST USA INC. DIAMOND SHAMROCK ARIZONA, INC. DIAMOND SHAMROCK STATIONS, INC. EMERALD MARKETING, INC. NATIONAL CONVENIENCE STORES INCORPORATED SIGMOR BEVERAGE, INC. SIGMOR COMPANY, LLC By: /s/ Xxxxxx Xxxxxxx X. XxxxxXxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Chief Financial Officer Registration Rights Agreement SIGMOR NUMBER 5, XxINC. Name: Xxxxxx X. XxxxxSIGMOR NUMBER 43, XxINC. Title: Treasurer GLATFELTER SIGMOR NUMBER 79, INC. SIGMOR NUMBER 80, INC. SIGMOR NUMBER 103, INC. SIGMOR NUMBER 105, INC. SIGMOR NUMBER 119, INC. SIGMOR NUMBER 178, INC. SIGMOR NUMBER 196, INC. SIGMOR NUMBER 238, INC. SIGMOR NUMBER 259, INC. SIGMOR NUMBER 422, INC. SKIPPER BEVERAGE COMPANY, LLC SUNSHINE BEVERAGE CO. TOC-DS COMPANY CST METRO LLC VALLEY SHAMROCK, INC. VRG DIAMOND HOLDINGS, LLC By: /s/ Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxx Xxxxxxx X. Xxxxx Title: Treasurer Signature page to the Xxxxxxxxx Senior Vice President and Chief Financial Officer Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By BY CREDIT SUISSE SECURITIES (USA) LLC Acting in its capacity as Original Purchaser, Representative and Purchaser By: /s/ Xxxxxx Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Managing Director BY XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx X. Xxxxxx, III Name: Xxxxx X. Xxxxxx, III Title: Managing Director BY X.X.XXXXXX SECURITIES LLC By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director BY MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director BY RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director BY RBS SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE Vice President ANNEX A LIST OF SUBSIDIARY GUARANTORS Guarantors • PHG Tea LeavesAUTOTRONIC SYSTEMS, Inc. INC. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter HoldingsBIG DIAMOND, LLC SCHEDULE • BIG DIAMOND NUMBER 1, LLC • CST ARKANSAS STATIONS, LLC • CST CALIFORNIA STATIONS, INC. • CST DIAMOND, L.P. • CST MARKETING AND SUPPLY COMPANY • CST SECURITY SERVICES, INC. • CST SERVICES LLC • CST USA INC. • DIAMOND SHAMROCK ARIZONA, INC. • DIAMOND SHAMROCK STATIONS, INC. • EMERALD MARKETING, INC. • NATIONAL CONVENIENCE STORES INCORPORATED • SIGMOR BEVERAGE, INC. • SIGMOR COMPANY, LLC • SIGMOR NUMBER 5, INC. • SIGMOR NUMBER 43, INC. • SIGMOR NUMBER 79, INC. • SIGMOR NUMBER 80, INC. • SIGMOR NUMBER 103, INC. • SIGMOR NUMBER 105, INC. • SIGMOR NUMBER 119, INC. • SIGMOR NUMBER 178, INC. • SIGMOR NUMBER 196, INC. • SIGMOR NUMBER 238, INC. • SIGMOR NUMBER 259, INC. • SIGMOR NUMBER 422, INC. • SKIPPER BEVERAGE COMPANY, LLC • SUNSHINE BEVERAGE CO. • TOC-DS COMPANY • CST METRO LLC • VALLEY SHAMROCK, INC. • VRG DIAMOND HOLDINGS, LLC ANNEX B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B C Each broker-dealer that receives Exchange Securities for its own account in exchange for Securities, where such Initial 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 D PLAN OF DISTRIBUTION 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. 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY Glatfelter Company By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESTea Leaves, INCInc. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Vice President Mollanvick, Inc. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. The Glatfelter Pulp Wood Company By: /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Xxxxx Title: Treasurer GLATFELTER HOLDINGSGlatfelter Holdings, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES Credit Suisse Securities (USA) LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CONCENTRA OPERATING CORPORATION By: /s/ Xxxxxx XXXXXXX X. XxxxxXXXX XX Xxxxxxx X. Xxxx XX Executive Vice President, XxGeneral Counsel and Corporate Secretary CONCENTRA HEALTH SERVICES, INC. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESCONCENTRA PREFERRED SYSTEMS, INC. By: /s/ Xxxxxx XXXXXXX X. XxxxxXXXX XX Xxxxxxx X. Xxxx XX Executive Vice President, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICKGeneral Counsel and Corporate Secretary CONCENTRA INTEGRATED SERVICES, INC. By: /s/ Xxxxxx XXXXXXX X. XxxxxXXXX XX Xxxxxxx X. Xxxx XX Executive Vice President and Clerk CONCENTRA MANAGEMENT SERVICES, XxINC. Name: Xxxxxx X. XxxxxFIRST NOTICE SYSTEMS, XxINC. Title: President THE GLATFELTER PULP XXXX COMPANY FOCUS HEALTHCARE MANAGEMENT, INC. METRACOMP, INC. CONCENTRA LABORATORY, L.L.C. CISI BUSINESS CORPORATION CPS BUSINESS CORPORATION FHM BUSINESS CORPORATION By: /s/ Xxxxxx XXXXXXX X. XxxxxXXXX XX Xxxxxxx X. Xxxx XX Vice President and Corporate Secretary CRA MANAGED CARE OF WASHINGTON, XxINC. NameCRA-MCO, INC. By: Xxxxxx /s/ XXXXXXX X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, XXXX XX Xxxxxxx X. Xxxx XX Executive Vice President and Corporate Secretary HEALTHNETWORK SYSTEMS LLC MEDICAL NETWORK SYSTEMS LLC By: /s/ Xxxxxx XXXXXXX X. Xxxxx NameXXXX XX Xxxxxxx X. Xxxx XX Vice President, General Counsel and Corporate Secretary NATIONAL HEALTHCARE RESOURCES, INC. By: Xxxxxx /s/ XXXXXXX X. Xxxxx TitleXXXX XX Xxxxxxx X. Xxxx XX Senior Vice President and Corporate Secretary OCCUCENTERS I, L.P. By: Its general partner CONCENTRA HEALTH SERVICES, INC. By: /s/ XXXXXXX X. XXXX XX Xxxxxxx X. Xxxx XX Executive Vice President, General Counsel and Corporate Secretary OCI HOLDINGS, INC. By: /s/ XXXX XXXXXXXX Xxxx Xxxxxxxx Corporate Secretary and Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES CREDIT SUISSE FIRST BOSTON LLC For itself and Acting on behalf of itself and as the several Representative of the Initial Purchasers By CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxx X. Xxxxxxxxx XXXXXX XXXXX Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. CITIGROUP GLOBAL MARKETS INC. Acting on behalf of itself and as the Representative of the Initial Purchasers CITIGROUP GLOBAL MARKETS INC. by /s/ XXXXXXX XXXXXXXXXX Name: Xxxxxxx Xxxxxxxxxx Title: Managing Director 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer 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 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 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 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 180 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 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.. 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 Initial 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. QuickLinks Exhibit 4.12
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer Issuers and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESPETROQUEST ENERGY, INC. By: /s/ Xxxxxx Mxxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx Mxxxxxx X. XxxxxXxxxxxxx Title:Sr. Vice President, XxChief Financial Officer & Treasurer PETROQUEST ENERGY, L.L.C. By: /s/ Mxxxxxx X. Xxxxxxxx Name: Mxxxxxx X. Xxxxxxxx Title:Sr. Title: President MOLLANVICKVice President, Chief Financial Officer & Treasurer PITTRANS INC. By: /s/ Xxxxxx Mxxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx Mxxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. XxxxxSr. Vice President, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Chief Financial Officer & Treasurer GLATFELTER HOLDINGS, TDC ENERGY LLC By: /s/ Xxxxxx Mxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxx Mxxxxxx X. Xxxxx Xxxxxxxx Title: Sr. Vice President, Chief Financial Officer & Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES Credit Suisse First Boston LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. Xxxxxxxxx Txxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Txxxxxx Xxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (Petroquest Energy Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY TRANSDIGM INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary AVIONIC INSTRUMENTS LLC By: TransDigm Inc., as sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary XXXXXX AEROSPACE INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer PHG TEA LEAVESAEROCONTROLEX GROUP, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: President MOLLANVICKSecretary and Treasurer CHAMPION AEROSPACE LLC By: TransDigm Inc., as sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary MARATHONNORCO AEROSPACE, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Secretary and Treasurer AVIATION TECHNOLOGIES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxx Xxxxx Title: Secretary and Treasurer GLATFELTER HOLDINGSXXXXX RITE AEROSPACE, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer AVTECH CORPORATION By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer TRANSICOIL LLC By: Aviation Technologies, Inc., as sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CDA INTERCORP LLC By: TransDigm Inc., as sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary MALAYSIAN AEROSPACE SERVICES, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXX AEROSPACE INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer CEF INDUSTRIES, LLC By: TransDigm Inc., as sole member By: /s/ Xxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary AIRCRAFT PARTS CORPORATION By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer Signature page to the Registration Rights Agreement ACME AEROSPACE, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXX INDUSTRIES, INC. By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXX AEROSPACE, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer SEMCO INSTRUMENTS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXXXXX CORPORATION By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXXXXXX AEROSPACE DE, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXXXXXX AEROSPACE HOLDINGS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXXXXXX AEROSPACE INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer TEXAS ROTRONICS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer VALLEY-TODECO, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer WESTERN SKY INDUSTRIES, LLC By: XxXxxxxxx Aerospace Investments, Inc., as sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX UBS SECURITIES LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. set forth in Schedule I hereto 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 Exchange Offer must acknowledge that it will deliver a prospectus 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,[ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 of its expenses incident to the Exchange Offer (including and the reasonable 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.
Appears in 1 contract
Samples: Registration Rights Agreement (TransDigm Group INC)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Issuers and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESPETROQUEST ENERGY, INC. By: /s/ Xxxxxx Mxxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx Mxxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President MOLLANVICKSr. Vice President, Chief Financial Officer & Treasurer PETROQUEST ENERGY, L.L.C. By: /s/ Mxxxxxx X. Xxxxxxxx Name: Mxxxxxx X. Xxxxxxxx Title: Sr. Vice President, Chief Financial Officer & Treasurer PITTRANS INC. By: /s/ Xxxxxx Mxxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx Mxxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. XxxxxSr. Vice President, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Chief Financial Officer & Treasurer GLATFELTER HOLDINGS, TDC ENERGY LLC By: /s/ Xxxxxx Mxxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxx Mxxxxxx X. Xxxxx Xxxxxxxx Title: Sr. Vice President, Chief Financial Officer & Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES Credit Suisse First Boston LLC For itself and on behalf of the several Initial Purchasers By J.X. Xxxxxx Securities Inc. Rxxxxxx Jxxxx & Associates, Inc. by: Credit Suisse First Boston LLC By: /s/ Xxxxxx X. Xxxxxxxxx Txxxxxx Xxxxx Name: Xxxxxx X. Xxxxxxxxx Txxxxxx Xxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (Petroquest Energy Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY LEAR CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. David C. Wajsxxxx ................................. Name: Xxxxxx X. Xxxxx, Xx. David C. Wajsgras Title: Treasurer PHG TEA LEAVES, INC. Senior Vice Prexxxxxx xxx Xxxxx Financial Officer LEAR OPERATIONS CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. Joxxxx F. McCarthy ................................. Name: Xxxxxx X. Xxxxx, Xx. Joseph F. McCarthy Title: President MOLLANVICKVice President, INC. Xxxxxxxxx xxx Xxneral Counsel LEAR CORPORATION AUTOMOTIVE HOLDINGS By: /s/ Xxxxxx X. Xxxxx, Xx. Joseph F. McCarthy ................................. Name: Xxxxxx X. Xxxxx, Xx. Joseph F. McCarthy Title: Vice President THE GLATFELTER PULP XXXX COMPANY xxx Xxxxxxxxx LEAR SEATING HOLDINGS CORP. #50 By: /s/ Xxxxxx X. Xxxxx, Xx. Xxseph F. McCarthy ................................. Name: Xxxxxx X. Xxxxx, Xx. Joseph F. McCarthy Title: Treasurer GLATFELTER HOLDINGS, LLC Secretary and Xxxxxxx Xxxxxxx LEAR CORPORATION EEDS AND INTERIORS By: /s/ Xxxxxx X. Xxxxx /x/ Joseph F. MxXxxthy ................................. Name: Xxxxxx X. Xxxxx Joseph F. McCarthy Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Vice President xxx Xxxxxxxxx LEAR CORPORATION AUTOMOTIVE SYSTEMS By: /x/ Joseph F. McCarthy .................................. Name: Xxxxxx X. Xxxxxxxxx Joseph F. McCarthy Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea LeavesVice President xxx Xxxxxxxxx LEAR TECHNOLOGIES, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.LLC
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors each Subsidiary Guarantor in accordance with its terms. Very truly yours, P. THE J. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESXXXXXXX XXXPANY, INC. By: by /s/ Xxxxxx Donaxx X. Xxxxx, Xx. Xxxx ---------------------------------- Name: Xxxxxx Donaxx X. Xxxxx, Xx. Xxxx Title: President MOLLANVICKSVP & CFO OLIVXX & XINSXXX, XXC. by /s/ Donaxx X. Xxxx ---------------------------------- Name: Donaxx X. Xxxx Title: SVP & CFO by /s/ J. Mxxxxxx Xxxxxxx ---------------------------------- Name: J. Mxxxxxx Xxxxxxx Title: SVP & General Counsel THE SPEED MERCHANT, INC. By: ., by /s/ Xxxxxx Donaxx X. Xxxxx, Xx. Xxxx ---------------------------------- Name: Xxxxxx Donaxx X. Xxxxx, Xx. Xxxx Title: President THE GLATFELTER PULP XXXX COMPANY By: SVP & CFO by /s/ Xxxxxx X. Xxxxx, Xx. J. Mxxxxxx Xxxxxxx ---------------------------------- Name: Xxxxxx X. Xxxxx, Xx. J. Mxxxxxx Xxxxxxx Title: Treasurer GLATFELTER HOLDINGSSVP & General Counsel PHOENIX RACING, LLC By: INC., by /s/ Xxxxxx Donaxx X. Xxxxx Xxxx ---------------------------------- Name: Xxxxxx Donaxx X. Xxxxx Xxxx Title: Treasurer Signature page to the Registration Rights Agreement SVP & CFO by /s/ J. Mxxxxxx Xxxxxxx ---------------------------------- Name: J. Mxxxxxx Xxxxxxx Title: SVP & General Counsel ITCO LOGISTICS CORPORATION, by /s/ J. Mxxxxxx Xxxxxxx ---------------------------------- Name: J. Mxxxxxx Xxxxxxx Title: SVP & General Counsel The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By BANCBOSTON ROBEXXXXX XXXPXXXX XXX. CREDIT SUISSE FIRST BOSTON CORPORATION by: BANCBOSTON ROBEXXXXX XXXPXXXX XXX. by /s/ Xxxxxx Ian X. Xxxxxxxxx Xxxxxxxxxxx ------------------------------- Name: Xxxxxx Ian X. Xxxxxxxxx Xxxxxxxxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 199 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 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 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 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 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. -------- 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. For a period of 180 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 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. 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 Initial 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.
Appears in 1 contract
Samples: California Tire Co
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESCARRIZO OIL & GAS, INC. By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Vice President MOLLANVICKand Chief Financial Officer BANDELIER PIPELINE HOLDING, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CARRIZO (EAGLE FORD) LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CARRIZO (MARCELLUS) LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CARRIZO (MARCELLUS) WV LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer CARRIZO MARCELLUS HOLDING, INC. By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Vice President THE GLATFELTER PULP XXXX COMPANY and Chief Financial Officer CARRIZO (NIOBRARA) LLC By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGSVice President and Chief Financial Officer CLLR, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer HONDO PIPELINE INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Vice President and Chief Financial Officer MESCALERO PIPELINE, LLC By: /s/ Xxxx X. Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE SECURITIES (USA) LLC For itself and RBC CAPITAL MARKETS, LLC BNP PARIBAS SECURITIES CORP. Acting on behalf of themselves and as Representatives of the several Initial Purchasers By by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdingsby: RBC CAPITAL MARKETS, LLC SCHEDULE B INITIAL PURCHASERS X. X. By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director by: BNP PARIBAS SECURITIES CORP. By: /s/ Xxx Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Name: Xxx Xxxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. 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 Notes received in exchange for Initial Securities Notes where such Initial Securities Notes 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage number of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [[NYCORP:2550517v2:3642W:11/11/05--03:04 p]] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: Chesapeake Energy Corporation by /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: and Senior Vice President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement – Human Resources [[NYCORP:2550517v2:3642W:11/11/05--03:04 p]] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers By CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. UBS SECURITIES LLC BEAR, XXXXXXX & CO. INC. CITIGROUP GLOBAL MARKETS INC. XXXXXXX, XXXXX & CO. XXXXXX XXXXXXX & CO. INCORPORATED RBC CAPITAL MARKETS CORPORATION WACHOVIA CAPITAL MARKETS, LLC GILFORD SECURITIES INCORPORATED XXXXXX XXXXXXX CORP. XXXXXX XXXX INCORPORATED XXXXXXX XXXX & COMPANY L.L.C. NATEXIS BLEICHROEDER INC. XXXXXXXXX CAPITAL PARTNERS, LLC XXXXXXX & COMPANY INTERNATIONAL XXXXX FARGO SECURITIES, LLC By: DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxxx XXXXXXX X. Xxxxxxxxx XXXXXXX Name: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxxx Title: Executive Managing Director, Americas Head - EUC By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. ANNEX A Each broker[[NYCORP:2550517v2:3642W:11/11/05-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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ -03:04 p], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.]
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESXXXXXXX RIVER LABORATORIES INTERNATIONAL, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxxxxx ------------------------------------------- Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxxxxx Title: President MOLLANVICKVice President, INC. By: /s/ Xxxxxx X. XxxxxCorporate Development, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement General Counsel and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXX BROTHERS INC. X.X. XXXXXX SECURITIES INC. XX XXXXX SECURITIES CORPORATION U.S. BANCORP XXXXX XXXXXXX INC. XXXXXX XXXXXX PARTNERS LLC For itself and on behalf of the several Initial Purchasers By INVESTEC PMG CAPITAL CORP. XXXXXXXX & COMPANY, INC. By: CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxx --------------------------------------- Name: Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.Managing Director
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: AMERICREDIT CORP. by /s/ Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Executive Vice President Chief Financial Officer and Treasurer PHG TEA LEAVESAMERICREDIT CORPORATION OF CALIFORNIA by /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Chief Financial Officer and Treasurer AMERICREDIT FINANCIAL SERVICES, INC. By: by /s/ Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Executive Vice President MOLLANVICK, INCChief Financial Officer and Treasurer AMERICREDIT FINANCIAL SERVICES OF CANADA LTD. By: by /s/ Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Executive Vice President THE GLATFELTER PULP XXXX Chief Financial Officer and Treasurer AMERICREDIT MANAGEMENT COMPANY By: by /s/ Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxxxxx X. Xxxxxx X. Xxxxx, Xx. Title: Executive Vice President Chief Financial Officer and Treasurer GLATFELTER HOLDINGSAMERICREDIT CONSUMER DISCOUNT COMPANY by /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Chief Financial Officer and Treasurer ACF INVESTMENT CORP. by /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Chief Financial Officer and Treasurer AMERICREDIT SERVICE CENTER LTD. by /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Chief Financial Officer and Treasurer AMERICREDIT FLIGHT OPERATIONS, LLC By: by /s/ Xxxxxxx X. Xxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxxx X. Xxxxx Title: Executive Vice President Chief Financial Officer and Treasurer Signature page to the Registration Rights Agreement AMERICREDIT NS I CO. by /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Chief Financial Officer and Treasurer AMERICREDIT NS II CO. by /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC X.X. XXXXXX SECURITIES INC. By: CREDIT SUISSE FIRST BOSTON LLC For itself and on behalf of the several Initial Purchasers By by /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx XxXxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx XxXxxxx Title: Executive Director SCHEDULE By: X.X. XXXXXX SECURITIES INC. by /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Associate Exhibit A LIST OF SUBSIDIARY GUARANTORS • PHG Tea LeavesGuarantors Americredit Corporation of California AmeriCredit Financial Services, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood AmeriCredit Financial Services of Canada Ltd. AmeriCredit Management Company • Glatfelter HoldingsAmeriCredit Consumer Discount Company ACF Investment Corp. AmeriCredit Service Center Ltd. AmeriCredit Flight Operations, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.AmeriCredit NS I Co.
Appears in 1 contract
Samples: Registration Rights Agreement (Americredit Financial Services of Canada LTD)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESand Sr. Vice President – Human Resources SUBSIDIARY GUARANTORS: 601541 N.B. LTD. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE OPERATING, INC. CHESAPEAKE PPC CORP. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer and Vice President MOLLANVICKCHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, INC. L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer and Sr. Vice President THE GLATFELTER PULP XXXX COMPANY – Human Resources MIDCON COMPRESSION L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX BROTHERS INC. BANC OF AMERICA SECURITIES LLC For itself and CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. UBS SECURITIES LLC, Acting on behalf of themselves and as Representatives of the several Initial Purchasers By By: XXXXXX BROTHERS INC. By: /s/ Xxxxxx X. Xxxxxxxxx XXXXXXX XXXXXXXXXX Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx Xxxxxxxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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. 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.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] 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:
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY GENERAL DYNAMICS CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. David H. Fogg _____________________________________________ Name: Xxxxxx X. Xxxxx, Xx. David H. Fogg Title: Treasurer PHG TEA LEAVESVice Prexxxxxx xxx Xxeasurer AMERICAN OVERSEAS MARINE CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Vice Prexxxxxx xxx Xxeasurer BATH IRON WORKS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistanx Xxxxxxxxx COMPUTER SYSTEMS & COMMUNICATIONS CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex ELECTRIC BOAT CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistanx Xxxxxxxxx GENERAL DYNAMICS ADVANCED TECHNOLOGY SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. David H. Fogg _____________________________________________ Name: Xxxxxx X. Xxxxx, Xx. David H. Fogg Title: President MOLLANVICKTreasurex GENERAL DYNAMICS ARMAMENT SYSTEMS, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. David H. Fogg _____________________________________________ Name: Xxxxxx X. Xxxxx, Xx. David H. Fogg Title: President THE GLATFELTER PULP XXXX Assistanx Xxxxxxxxx GENERAL DYNAMICS DEFENSE SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex GENERAL DYNAMICS GOVERNMENT SYSTEMS CORPORATION By: /s/ David A. Savner _____________________________________________ Name: David A. Savner Title: Vice Pxxxxxxxx GENERAL DYNAMICS INFORMATION SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex GENERAL DYNAMICS LAND SYSTEMS INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Assistanx Xxxxxxxxx GENERAL DYNAMICS ORDNANCE AND TACTICAL SYSTEMS, INC. By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex GULFSTREAM AEROSPACE CORPORATION By: /s/ David H. Fogg _____________________________________________ Name: David H. Fogg Title: Treasurex MATERIAL SERVICE RESOURCES COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Michael E. Stanczak _____________________________________________ Name: Xxxxxx X. Xxxxx, Xx. Michael E. Stanczak Title: Treasurer GLATFELTER HOLDINGS, LLC Prxxxxxxx NATIONAL STEEL AND SHIPBUILDING COMPANY By: /s/ Xxxxxx X. Xxxxx David H. Fogg _____________________________________________ Name: Xxxxxx X. Xxxxx David H. Fogg Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Treasurex Xxx xxxxxoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: BEAR, STEARNS & CO. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By INC. By: /s/ Xxxxxx X. Xxxxxxxxx Timothy A. O'Neill _____________________________________ Name: Xxxxxx Xxxxxxx X. Xxxxxxxxx X'Neill Title: Executive Senior Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 Securities Act. This Prospectusprospectus, 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.DISTRIBUTION
Appears in 1 contract
Samples: Gulfstream Aerospace Corp
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Issuer several Dealer Managers and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, AT&T INC. By: /s/ Xxxxxx Xxxxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx Xxxxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Vice President MOLLANVICK, INCand Assistant Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxx Xxxxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Executive Director The foregoing Registration Rights Agreement is hereby confirmed and on behalf accepted as of the several Initial Purchasers By date first above written. MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx X. Xxxxxxxxx Xxxx Name: Xxxxxx X. Xxxxxxxxx Xxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC I Dealer Managers Credit Suisse Securities (USA) Inc. LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Liability Management Group X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Liability Management Group Mizuho Securities USA LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Liability Management Group Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attn: Liability Management Group SCHEDULE II Title of Series of Old Notes CUSIP Number Principal Amount Outstanding ($MM) New Notes 4.900% Global Notes due 2037 00000XXX0 $ 4,500.00 4.900% Global Notes due 2037 5.150% Global Notes due 2050 00000XXX0 $ 4,951.50 5.150% Global Notes due 2050 5.300% Global Notes due 2058 00000XXX0 $ 2,500.00 5.300% Global Notes due 2058 Floating Rate Global Notes due 2023 00000XXX0 $ 750.00 Floating Rate Global Notes due 2023 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,, 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 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 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 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 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 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 180 90 days after the Expiration Date 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 Transmittaldocuments. 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. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus, if required.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESICON HEALTH & FITNESS, INC. By: /s/ Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxx ------------------------------ Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxx Title: President MOLLANVICKSec. GUARANTORS: JUMPKING, INC. By: /s/ Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxx ------------------------------ Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Sec. UNIVERSAL TECHNICAL SERVICES By: /s/ Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxx ------------------------------ Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxxxxx Title: Treasurer GLATFELTER Sec. ICON INTERNATIONAL HOLDINGS, LLC INC. By: /s/ Xxxxxx Xxxx X. Xxxxx Xxxxxxxx ------------------------------ Name: Xxxxxx Xxxx X. Xxxxx Xxxxxxxx Title: Treasurer Signature page to the Registration Rights Agreement Sec. ICON IP, INC. By: /s/ Xxxx X. Xxxxxxxx ------------------------------ Name: Xxxx X. Xxxxxxxx Title: Sec. FREE MOTION FITNESS, INC. By: /s/ Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxx Title: Sec. NORDICTRACK, INC. By: /s/ Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxx Title: Sec. 510152 N.B. LTD. By: /s/ Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxx Title: Sec. ICON DU CANADA INC. By: /s/ Xxxx X. Xxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxx Title: Sec. The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse First Boston Corporation, By: /s/ X.X. XXXXXX SECURITIES LLC For Xxxxxxxx --------------------------- Name: X.X. Xxxxxxxx Title: Managing Director Acting on behalf of itself and on behalf as the Representative of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. ANNEX A Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. 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 Notes received in exchange for Initial Offered Securities where such Initial Offered 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 180 days after the Expiration Date (as defined herein), 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 Notes for its own account in exchange for Offered Securities, where such Initial Offered 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 SecuritiesNotes. See “"Plan of Distribution.” " ANNEX C PLAN OF DISTRIBUTION Plan of Distribution Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus (the "Prospectus") in connection with any resale of such Exchange SecuritiesNotes. 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 Notes received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200[ ], all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus.(1) prospectus./(1)/ The Company will not receive any proceeds from any sale of Exchange Securities Notes by broker-dealers. Exchange Securities Notes 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 Exchange Securities Notes 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 or the purchasers of any such Exchange SecuritiesNotes. Any broker-dealer that resells Exchange Securities Notes 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 Exchange Securities Notes may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities Notes 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 180 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 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. ________________________ /(1)/ In addition, the legend required by item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] 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 Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Offered 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 Notes; 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Icon Health & Fitness Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER THE CHEMOURS COMPANY By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESSenior Vice President and Chief Financial Officer THE CHEMOURS COMPANY FC, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer THE CHEMOURS COMPANY TT, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer INTERNATIONAL DIOXCIDE, INC. By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Senior Vice President MOLLANVICKand Chief Financial Officer CHEMFIRST INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer FIRST CHEMICAL CORPORATION By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer FIRST CHEMICAL TEXAS, L.P. By FT CHEMICAL, INC., its general partner By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer FT CHEMICAL, INC. By: /s/ Xxxx X. Xxxxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxxx X. Xxxxx, Xx. Title: Senior Vice President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER and Chief Financial Officer FIRST CHEMICAL HOLDINGS, LLC By: /s/ Xxxx X. Xxxxxx X. Xxxxx Name: Xxxx X. Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Senior Vice President and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX CREDIT SUISSE SECURITIES (USA) LLC For By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Managing Director Acting on behalf of itself and on behalf of the several Initial Purchasers By Purchasers. X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxxxxx Xxxxxx X. Xxxxxxxxx Name: Xxxxxxxxx Xxxxxx X. Xxxxxxxxx Title: Executive Vice President Acting on behalf of itself and on behalf of the several Initial Dollar Purchasers. X.X. XXXXXX SECURITIES PLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Acting on behalf of itself and on behalf of the several Initial Euro Purchasers. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,, 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: BUFFETS, INC., by /s/ Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. ------------------------------------- Name: Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. Title: Treasurer PHG TEA LEAVESChief Financial Officer DISTINCTIVE DINING, INC. By: ., by /s/ Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. ------------------------------------- Name: Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. Title: President MOLLANVICKChief Financial Officer HOMETOWN BUFFET, INC. By: , by /s/ Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. ------------------------------------- Name: Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. Title: President THE GLATFELTER PULP XXXX COMPANY By: Chief Financial Officer OCB PURCHASING CO., by /s/ Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. ------------------------------------- Name: Xxxxxx X. XxxxxR. Xxxxxxx Xxxxxxx, Xx. Jr. Title: Treasurer GLATFELTER HOLDINGSChief Financial Officer OCB RESTAURANT CO., LLC By: by /s/ Xxxxxx X. Xxxxx R. Xxxxxxx Xxxxxxx, Jr. ------------------------------------- Name: Xxxxxx X. Xxxxx R. Xxxxxxx Xxxxxxx, Jr. Title: Treasurer Signature page to the Registration Rights Agreement Chief Financial Officer RESTAURANT INNOVATIONS INC, by /s/ R. Xxxxxxx Xxxxxxx, Jr. ------------------------------------- Name: R. Xxxxxxx Xxxxxxx, Jr. Title: Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and CREDIT SUISSE FIRST BOSTON CORPORATION Acting on behalf of itself and as the Representative of the several Initial Purchasers By Purchasers. by: CREDIT SUISSE FIRST BOSTON CORPORATION by /s/ Xxxxxx X. Xxxxxxxxx Xxxxx XxXxxxxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 those 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 Prospectusprospectus, 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 Initial Securities where such those Initial Securities were acquired by such that broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. The Exchange 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 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 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 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. -------- 1 In addition, the legend required by Item 502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus or on the inside front cover page of the Exchange Offer prospectus below the Table of Contents. For a period of 180 days after the Expiration Date 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. [ ] 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 Initial 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.
Appears in 1 contract
Samples: Purchase Agreement (Buffets Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: ETHYL CORPORATION by /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx ---------------------------------- Name: Xxxxxx X. XxxxxXxxxxxxx Title: President and Chief Executive Officer ETHYL ASIA PACIFIC COMPANY by /s/ Xxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer ETHYL EXPORT CORPORATION by /s/ Xxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: President and Treasurer ETHYL INTERAMERICA CORPORATION by /s/ Xxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Vice President and Treasurer ETHYL VENTURES, XxINC. by /s/ Xxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: President and Treasurer INTERAMERICA TERMINALS CORPORATION by /s/ Xxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Treasurer PHG TEA LEAVES, INC. ByTHE XXXXX XXXXXX CORPORATION by /s/ Xxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Treasurer ETHYL ADDITIVES CORPORATION by /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx ---------------------------------- Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: President MOLLANVICKETHYL PETROLEUM ADDITIVES, INC. By: by /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxxx ---------------------------------- Name: Xxxxxx Xxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Treasurer GLATFELTER ETHYL CANADA HOLDINGS, LLC By: INC. by /s/ Xxxxxx Xxxxx X. Xxxxx Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Treasurer ETHYL JAPAN HOLDINGS, INC. by /s/ Xxxxx X. Xxxxxxxx ---------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Treasurer ETHYL EUROPE SPRL by /s/ Trevor Xxxx Xxxx; /s/ Xxxxxxx Xxxxxx X. Xxxxx ----------------------------------------------------- Name: Trevor Xxxx Xxxx; Xxxxxxx Xxxxxx Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Directors ETHYL BRASIL ADITIVOS, LTDA by /s/ Xxxx Xxxx; /s/ Xxxx Xxxxxx xx Xxxxx Xxxxxxx Xxxx ----------------------------------------------------- Name: Xxxx Xxxx; Xxxx Xxxxxx xx Xxxxx Xxxxxxx Xxxx Title: Delegate Managers ETHYL ADMINISTRATION GMBH by /s/ D. Kauzig ----------------------------------------------------- Name: D. Kauzig Title: Director ETHYL SERVICES, GMBH by /s/ D. Kauzig ----------------------------------------------------- Name: D. Kauzig Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES CREDIT SUISSE FIRST BOSTON LLC For itself and on behalf of the several Initial Purchasers By UBS WARBURG LLC SUNTRUST CAPITAL MARKETS, INC. By: CREDIT SUISSE FIRST BOSTON LLC by /s/ Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxxx ----------------------------------- Name: Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.Managing Director
Appears in 1 contract
Samples: Ethyl Corp
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer and the Guarantors Guarantors, in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESOIL STATES INTERNATIONAL, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. XxxxxXxxxxx Senior Vice President, XxChief Financial Officer and Treasurer ACUTE TECHNOLOGICAL SERVICES, INC. Name: Xxxxxx X. XxxxxOIL STATES SKAGIT SMATCO, Xx. Title: President MOLLANVICKLLC OIL STATES INDUSTRIES, INC. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. XxxxxXxxxxx Vice President and Assistant Treasurer CAPSTAR DRILLING, XxINC. Name: Xxxxxx X. XxxxxCAPSTAR HOLDING, XxL.L.C. GENERAL MARINE LEASING, LLC OIL STATES ENERGY SERVICES HOLDING, INC. Title: President THE GLATFELTER PULP XXXX SOONER HOLDING COMPANY SOONER INC. SOONER PIPE, L.L.C. By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Vice President and Treasurer GLATFELTER HOLDINGSPTI MARS HOLDCO 1, LLC By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx NameXxxxxx Vice President, Chief Financial Officer and Treasurer OSES INTERNATIONAL HOLDING, L.L.C. By: OIL STATES ENERGY SERVICES HOLDING, INC., its sole member By: /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxx TitleXxxxxx Vice President and Treasurer PTI GROUP USA LLC OIL STATES MANAGEMENT, INC. By: Treasurer Signature page to the Registration Rights Agreement /s/ Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES RBC CAPITAL MARKETS, LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. J. Xxxxx Xxxxxxxxx Name: Xxxxxx X. J. Xxxxx Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Managing Director/ Head of Global Energy Leveraged Finance 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,, 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.than
Appears in 1 contract
Samples: Registration Rights Agreement (Oil States International, Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: NEWMARKET CORPORATION By /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Chief Financial Officer and Vice President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: AFTON CHEMICAL ADDITIVES CORPORATION By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President AFTON CHEMICAL ASIA PACIFIC, LLC By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Manager AFTON CHEMICAL CANADA HOLDINGS, INC. By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President AFTON CHEMICAL CORPORATION By /s/ M. Xxxxxxx Xxxx Name: M. Xxxxxxx Xxxx Title: Secretary AFTON CHEMICAL INTANGIBLES, LLC By /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Manager AFTON CHEMICAL JAPAN HOLDINGS, INC. By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President ETHYL ASIA PACIFIC LLC By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Manager ETHYL CANADA HOLDINGS, INC. By /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: President ETHYL CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: Vice President and Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed ETHYL EXPORT CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President ETHYL INTERAMERICA CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President ETHYL VENTURES, INC. By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President FOUNDRY PARK I, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager FOUNDRY PARK II, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X XXXX LAB, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X HILL LANDING, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X XXXX THIRD STREET, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X HILL TREDEGAR, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager XXXXXX’X XXXX, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President of NewMarket Development Corporation, sole manager INTERAMERICA TERMINALS CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx Name: Xxxxx X. Xxxxxxxxxx Title: President NEWMARKET DEVELOPMENT CORPORATION By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Vice President NEWMARKET INVESTMENT COMPANY By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and accepted as of the date first above written. Treasurer NEWMARKET SERVICES CORPORATION By /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Vice President and Principal Financial Officer OLD TOWN, LLC By /s/ Xxxxx X. Xxxxxxxxxx, III Name: Xxxxx X. Xxxxxxxxxx, III Title: Manager THE XXXXX XXXXXX CORPORATION By /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President Accepted: December 20, 2012 X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers listed in Schedule I of the Purchase Agreement. By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director Vice President SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea LeavesI Guarantors Subsidiary Jurisdiction of Formation Afton Chemical Additives Corporation Xxxxxxxx Xxxxx Chemical Asia Pacific, LLC Xxxxxxxx Xxxxx Chemical Canada Holdings, Inc. • MollanvickXxxxxxxx Xxxxx Chemical Corporation Delaware Afton Chemical Intangibles, LLC Xxxxxxxx Xxxxx Chemical Japan Holdings, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Virginia Ethyl Asia Pacific LLC Virginia Ethyl Canada Holdings, Inc. Virginia Ethyl Corporation Virginia Ethyl Export Corporation Virginia Ethyl Interamerica Corporation Delaware Ethyl Ventures, Inc. Virginia Foundry Park I, LLC SCHEDULE B INITIAL PURCHASERS X. X. Virginia Foundry Park II, LLC Xxxxxxxx Xxxxxx’x Xxxx Lab, LLC Xxxxxxxx Xxxxxx’x Hill Landing, LLC Xxxxxxxx Xxxxxx’x Xxxx Third Street, LLC Xxxxxxxx Xxxxxx’x Hill Tredegar, LLC Xxxxxxxx Xxxxxx’x Xxxx, LLC Virginia Interamerica Terminals Corporation Virginia NewMarket Development Corporation Virginia NewMarket Investment Company Virginia NewMarket Services Corporation Virginia Old Town, LLC Virginia The Xxxxx Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Corporation Virginia 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ]180 days from the Closing Date, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 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 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 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 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 180 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 Exchange Offer (including the reasonable 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. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. 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 Initial 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.
Appears in 1 contract
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial PurchasersPurchaser, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESand Senior Vice President—Human Resources SUBSIDIARY GUARANTORS: 601541 N.B. LTD. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE OPERATING, INC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE PERMIAN ACQUISITION, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer and Vice President MOLLANVICKCHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, INC. L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Treasurer and Senior Vice President—Human Resources MIDCON COMPRESSION L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES By: WACHOVIA CAPITAL MARKETS, LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxxxx X. Xxxxxxxxx XXXX XXXXXXX Name: Xxxxxx X. Xxxxxxxxx Xxxx Xxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. Vice President 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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. 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.. 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [ ] 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:
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake PRH Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Issuer, Intersil Holding and the Subsidiary Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: INTERSIL CORPORATION by /s/ Xxxxxx Xxxxxxx X. XxxxxXxxxxxxx -------------------------------- Xxxxxxx X. Xxxxxxxx Chief Executive Officer INTERSIL HOLDING CORPORATION, Xx. Name: Xxxxxx as Guarantor by /s/ Xxxxxxx X. XxxxxXxxxxxxx -------------------------------- Xxxxxxx X. Xxxxxxxx Chief Executive Officer XXXXXX SEMICONDUCTOR, Xx. Title: Treasurer PHG TEA LEAVESLLC, XXXXXX SEMICONDUCTOR (OHIO), LLC, XXXXXX SEMICONDUCTOR (PENNSYLVANIA), LLC, CHOICE MICROSYSTEMS, INC. By., as Guarantors, by /s/ Xxxxxxx X. Xxxxxxxx -------------------------------- Xxxxxxx X. Xxxxxxxx Chief Executive Officer Date: /s/ Xxxxxx X. XxxxxAugust 13, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement 1999 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON CORPORATION X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers By INC. XXXXXXX XXXXX XXXXXX INC. by: CREDIT SUISSE FIRST BOSTON CORPORATION by /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxx ------------------------------ Xxxxxx X. Xxxxxxxxx Title: Executive Xxxxx Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.DISTRIBUTION
Appears in 1 contract
Samples: Intersil Holding Co
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY Xxxxxxx Exploration Company By: /s/ Xxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx X. XxxxxXxxxxxxx, Xx. Title: Treasurer PHG TEA LEAVESExecutive Vice President and Chief Financial Officer Xxxxxxx, INC. Inc. By: /s/ Xxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx X. XxxxxXxxxxxxx, Xx. Title: Executive Vice President MOLLANVICKand Chief Financial Officer Xxxxxxx Oil and Gas, INC. L.P. By: Xxxxxxx, Inc. its managing general partner By: /s/ Xxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx X. XxxxxXxxxxxxx, Xx. Title: Executive Vice President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Credit Suisse Securities (USA) Inc. LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By Banc of America Securities LLC By: /s/ J. Xxx Xxxxxxxx Name: J. Xxx Xxxxxxxx Title: Managing Director 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (Brigham Exploration Co)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Transfer Restricted Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Transfer Restricted Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Company and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: Chesapeake Energy Corporation By /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESand Senior Vice President – Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE EAGLE CANADA CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE OPERATING, INC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. CHESAPEAKE ROYALTY, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING L.L.C. By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer and Vice President MOLLANVICKCHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, INC. L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Treasurer and Senior Vice President—Human Resources [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]] MIDCON COMPRESSION L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Vice President [[NYCORP:2550211v4:3642W:11/11/05--03:07 p]] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea LeavesCREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. UBS SECURITIES LLC BEAR XXXXXXX & CO, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter HoldingsINC. CITIGROUP GLOBAL MARKETS INC. XXXXXXX SACHS & CO XXXXXX XXXXXXX & CO. INCORPORATED RBC CAPITAL MARKETS CORPORATION WACHOVIA CAPITAL MARKETS, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities ABN AMRO INCORPORATED BOSC, INC. COMERICA SECURITIES, INC. FORTIS SECURITIES LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities XXXXXX XXXXXXX CORP. TD SECURITIES (USA) Inc. ANNEX A Each brokerLLC XXXXX FARGO SECURITIES, LLC, By: DEUTSCHE BANK SECURITIES INC. By: /s/ XXXXXXX X. XXXXXXX Name: Xxxxxxx X. Xxxxxxx Title: Managing Director, Americas Head - EUC By: /s/ XXXX XXXXXXX Name: Xxxx Xxxxxxx Title: Director [[NYCORP:2550211v4:3642W:11/11/05-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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ -03:07 p], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.]
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY CHESAPEAKE ENERGY CORPORATION By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer PHG TEA LEAVESand Senior Vice President—Human Resources SUBSIDIARY GUARANTORS: CHESAPEAKE EAGLE CANADA CORP. CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE ENERGY MARKETING, INC. CHESAPEAKE OPERATING, INC. CHESAPEAKE PRH CORP. CHESAPEAKE SOUTH TEXAS CORP. NOMAC DRILLING CORPORATION OXLEY PETROLEUM CO. XXXXXX ACQUISITION, L.L.C. CHESAPEAKE ACQUISITION, L.L.C. CHESAPEAKE ENO ACQUISITION, L.L.C. CHESAPEAKE EP, L.L.C. CHESAPEAKE LAND COMPANY, L.L.C. CHESAPEAKE ORC, L.L.C. Chesapeake Royalty, L.L.C. GOTHIC PRODUCTION, L.L.C. XXXX X. XXXXX, L.L.C. MC MINERAL COMPANY, L.L.C. XXXXXXXX PROCESSING, L.L.C. By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer and Vice President MOLLANVICK[[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, INC. L.P. CHESAPEAKE NFW, L.P. CHESAPEAKE PERMIAN, L.P. CHESAPEAKE SIGMA, L.P. CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE XXXXXX, X.X., By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: President THE GLATFELTER PULP XXXX COMPANY Treasurer and Senior Vice President—Human Resources MIDCON COMPRESSION, L.P., By Chesapeake Energy Marketing, Inc. as general partner By: /s/ Xxxxxx XXXXXX X. Xxxxx, Xx. XXXXXX Name: Xxxxxx X. Xxxxx, Xx. Xxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement and Vice President [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX A The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX BEAR, XXXXXXX & CO. INC. BANC OF AMERICA SECURITIES LLC For itself and CREDIT SUISSE FIRST BOSTON LLC XXXXXX BROTHERS INC. WACHOVIA CAPITAL MARKETS, LLC Acting on behalf of themselves and Representatives of the several Initial Purchasers By By: BEAR, XXXXXXX & CO. INC By: /s/ Xxxxxx X. Xxxxxxxxx XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx X. Xxxxxxxxx Title: Executive Senior Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial 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.” [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] ANNEX C PLAN OF DISTRIBUTION 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. 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ]______________, 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() 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 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 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 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 180 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. 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.. _________________________ In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]] 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 Initial 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. [[NYCORP:2550513v3:3642W:11/11/05--03:05 p]]
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. XxxxxCB XXXXXXX XXXXX SERVICES, XxINC. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVESCB XXXXXXX XXXXX GROUP, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Chief Financial Officer CB HOLDCO, INC. CB XXXXXXX XXXXX INVESTORS, INC. CB XXXXXXX XXXXX INVESTORS, L.L.C. CB XXXXXXX XXXXX, INC. CB/TCC HOLDINGS LLC CB/TCC, LLC CBRE CAPITAL MARKETS OF TEXAS, LP CBRE CAPITAL MARKETS, INC. CBRE TECHNICAL SERVICES, LLC CBRE/LJM MORTGAGE COMPANY, L.L.C. CBRE/LJM-NEVADA, INC. HOLDPAR A HOLDPAR B INSIGNIA/ESG CAPITAL CORPORATION THE XXXXXXXXX COMPANY, INC. XXXXXXXX XXXX COMPANY XXXXXXXX XXXX SERVICES, INC. XXXXXXX X. XXXXXX, XX., INC. WESTMARK REAL ESTATE ACQUISITION PARTNERSHIP, L.P. By: /s/ Xxxxxx Fan Name: Xxxxxx Fan Title: Senior Vice President MOLLANVICK& Treasurer CB/TCC GLOBAL HOLDINGS LIMITED By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Director By: /s/ Xxxxxxxxx Xxxxxxxx Name: Xxxxxxxxx Xxxxxxxx Title: Secretary XX XXXXXXX, INC. TCCT REAL ESTATE, INC. TCDFW, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Executive Vice President THE GLATFELTER PULP XXXXXXXX XXXX COMPANY DEVELOPMENT & INVESTMENT, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement President and Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. BANC OF AMERICA SECURITIES LLC CREDIT SUISSE SECURITIES (USA) LLC X.X. XXXXXX SECURITIES LLC For INC. Acting on behalf of itself and on behalf as the Representatives of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Banc of America Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC By: /s/Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx Managing Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx Xxxxxxx Xxxxx Managing Director X.X. Xxxxxx Securities Inc. By: /s/Xxxx Xxxxxxx Xxxx Xxxxxxx Executive Director 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial Securities, where such Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Cb Richard Ellis Group Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY LBI Media, Inc. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx ------------------------------------------- Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Treasurer PHG TEA LEAVESExecutive Vice President Guarantors: XXXXXXXX TELEVISION OF HOUSTON, INC. KZJL LICENSE CORP. XXXXXXXX TELEVISION, INC. KRCA TELEVISION, INC. KRCA LICENSE CORP. XXXXXXXX BROADCASTING, INC. LBI RADIO LICENSE CORP. XXXXXXXX BROADCASTING OF HOUSTON, INC. XXXXXXXX BROADCASTING OF HOUSTON LICENSE CORP. EMPIRE BURBANK STUDIOS, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxxxxx ------------------------------------------ Name: Xxxxxx X. Xxxxx, Xx. Xxxxxxxx Title: Executive Vice President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to of each of the Registration Rights Agreement entities listed above The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxx Xxxxxxxx ----------------------------------- Name: Xxxx Xxxxxxxx Title: Director Acting on behalf of itself and on behalf as the Representative of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Offered Securities where such Initial Offered 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 180 days after the Expiration Date (as defined herein), 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 Offered Securities, where such Initial Offered 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.DISTRIBUTION
Appears in 1 contract
Samples: Liberman Television Inc
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY Xxxxxxx Exploration Company By: /s/ Xxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx X. XxxxxXxxxxxxx, Xx. Title: Treasurer PHG TEA LEAVESChief Financial Officer and Executive Vice President Xxxxxxx, INC. Inc. By: /s/ Xxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx X. XxxxxXxxxxxxx, Xx. Title: Chief Financial Officer and Executive Vice President MOLLANVICKXxxxxxx Oil & Gas, INC. L.P. By: Xxxxxxx, Inc., its general partner By: /s/ Xxxxxx X. XxxxxXxxxxxxx, Xx. Name: Xxxxxx X. XxxxxXxxxxxxx, Xx. Title: Chief Financial Officer and Executive Vice President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ J. Xxx Xxxxxxxx Name: J. Xxx Xxxxxxxx Title: Managing Director By Credit Suisse Securities (USA) LLC By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (Brigham Exploration Co)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: FREESCALE SEMICONDUCTOR, INC. By /s/ Xxxxx Xxxxxx X. Xxxxx, Xx. Name: Xxxxx Xxxxxx X. XxxxxTitle: Vice President and Treasurer FREESCALE SEMICONDUCTOR HOLDINGS V, XxINC. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer PHG TEA LEAVESFREESCALE SEMICONDUCTOR HOLDINGS I, INCLTD. By: By /s/ Xxxxx Xxxxxx X. Xxxxx, Xx. Name: Xxxxx Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGSFREESCALE SEMICONDUCTOR HOLDINGS II, LLC By: LTD. By /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer SIGMATEL, LLC. BY FREESCALE SEMICONDUCTOR, INC., AS SOLE MEMBER By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Initial Purchasers BARCLAYS CAPITAL INC. By /s/ Xxxxxx X. Xxxxxxxxx Xxxx-Xxxxxxxx Astier Name: Xxxxxx X. Xxxxxxxxx Xxxx-Xxxxxxxx Astier Title: Executive Managing Director SCHEDULE Schedule A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Barclays Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 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 180 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 Transmittaldocuments. 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Freescale Semiconductor Holdings I, Ltd.)
Securities Held by the Company. Whenever the consent or approval ------------------------------ of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Each party hereto hereby submits to the jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Initial Purchasers, the Issuer Guarantors and the Guarantors Company in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY NORTH AMERICAN VAN LINES, INC. By: /s/ Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxx ---------------------------------------- Name: Xxxxxx Xxxxx X. Xxxxx, Xx. Xxxx Title: Treasurer PHG TEA LEAVESSecretary FLEET INSURANCE MANAGEMENT, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President FRONTRUNNER WORLDWIDE, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NACAL, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NAVTRANS INTERNATIONAL FREIGHT FORWARDING, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NORTH AMERICAN DISTRIBUTION SYSTEMS, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NORTH AMERICAN LOGISTICS, LTD. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President NORTH AMERICAN VAN LINES OF TEXAS, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President RELOCATION MANAGEMENT SYSTEMS, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President GREAT FALLS NORTH AMERICAN, INC. By: /s/ Xxxxx X. Xxxx ---------------------------------------- Name: Xxxxx X. Xxxx Title: Vice President VANGUARD INSURANCE AGENCY, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx, Xx. Xxxxx Title: President MOLLANVICKSecretary ALLIED FREIGHT FORWARDING, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Secretary A RELOCATION SOLUTIONS MANAGEMENT COMPANY By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Secretary ALLIED INTERNATIONAL N.A., INC. By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Vice President ALLIED VAN LINES TERMINAL COMPANY By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Secretary ALLIED VAN LINES, INC. By: /s/ Xxxxxx X. Xxxxx ---------------------------------------- Name: Xxxxxx X. Xxxxx Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed confirmed, and accepted and agreed to as of the date first above written. X.X. XXXXXX BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers By By: /s/ Xxxx X. Xxxxxxxxx ------------------------------- Name: Xxxx X. Xxxxxxxxx Title: Managing Director CHASE SECURITIES INC. By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxx ------------------------------- Name: Xxxxxx X. Xxxxxxxxx Xxxxxx Title: Executive Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. ANNEX 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 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 Initial Securities where such Initial 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 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any brokerParticipating Broker-dealer Dealer for use in connection with any such resale. See “"Plan of Distribution.” ANNEX " Annex B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial 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 " Annex C PLAN OF DISTRIBUTION 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. This Prospectus, as it may be amended or supplemented from time to time, may be used by a brokerParticipating Broker-dealer Dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any brokerParticipating Broker-dealer Dealer for use in connection with any such resale. In addition, until ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 brokerParticipating Broker-dealer Dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incurred by it 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.. 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: _________________________________________________________________
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Samples: Registration Rights Agreement (Relocation Management Systems Inc)
Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors Guarantor in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, RAYONIER TRS HOLDINGS INC. By: /s/ Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxx Name: Xxxxxx Xxxx X. Xxxxx, Xx. Xxxxx Title: Senior Vice President MOLLANVICK, RAYONIER INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx Xxxx X. Xxxxx Name: Xxxxxx Xxxx X. Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Senior Vice President, Finance The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated X.X. XXXXXX SECURITIES LLC For itself and Xxxxxx Securities Inc. Acting on behalf of themselves and as the Representatives of the several Initial Purchasers By by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxxx X. Xxxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxxxx Xxxxxxx Title: Executive Director by: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx Title: Managing Director by: X.X. XXXXXX SECURITIES INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: Managing Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.Purchasers
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Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such 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 the Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer Purchasers and the Guarantors Company, in accordance with its terms. Very truly yours, P. H. GLATFELTER COMPANY By: GOLD XXXX INC., By /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer PHG TEA LEAVES, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President MOLLANVICK, INC. By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: President THE GLATFELTER PULP XXXX COMPANY By: /s/ Xxxxxx X. Xxxxx, Xx. Name: Xxxxxx X. Xxxxx, Xx. Title: Treasurer GLATFELTER HOLDINGS, LLC By: /s/ Xxxxxx X. J. Xxxxx Xxxxx Name: Xxxxxx X. J. Xxxxx Xxxxx Title: Treasurer Signature page to the Registration Rights Agreement Secretary AGRA TRADE FINANCING, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary AGVESTMENTS, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary CROSS EQUIPMENT COMPANY, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary GK FINANCE CORPORATION, By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary GK PECANS, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary GK PEANUTS, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary AGRATECH SEEDS, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary XXXXX, INC., By /s/ J. Xxxxx Xxxxx Name: J. Xxxxx Xxxxx Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. X.X. CREDIT SUISSE FIRST BOSTON LLC RABO SECURITIES USA, INC. SUNTRUST CAPITAL MARKETS, INC. ING FINANCIAL MARKETS LLC XXXXXX SECURITIES XXXXXXX CORP. by CREDIT SUISSE FIRST BOSTON LLC For itself and on behalf of the several Initial Purchasers By /s/ Xxxxxx X. Xxxxxxxxx XX Xxxx Name: Xxxxxx X. Xxxxxxxxx XX Xxxx Title: Executive Director SCHEDULE A LIST OF SUBSIDIARY GUARANTORS • PHG Tea Leaves, Inc. • Mollanvick, Inc. • The Glatfelter Pulp Wood Company • Glatfelter Holdings, LLC SCHEDULE B INITIAL PURCHASERS X. X. Xxxxxx Securities LLC PNC Capital Markets LLC RBS Securities Inc. HSBC Securities (USA) Inc. 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 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 Initial Securities where such Initial 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 180 days after the Expiration Date (as defined herein), 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 Initial 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 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 Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 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 ,20[ ], 200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) 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 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 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 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 180 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 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.
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