Notes Held by the Company. Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under the Notes, or have directed the taking of any action provided in the Notes to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.
Notes Held by the Company. In determining whether the Holders of the required principal amount of Notes have concurred in any notice, direction, waiver or consent, Notes owned by the Company or any other obligor on the Notes shall be disregarded.
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Notes Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Notes is required hereunder, Notes held by the Company or its affiliates (other than subsequent Holders of Notes if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Notes) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, SHG ACQUISITION CORP. By:____________________________ Name: Robert M. Le Blanc Title: Pxxxxxxxx xxx Xxxxxtary EACH OF THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I HERETO By:____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The undersigned hereby acknowledges and agrees that, upon the effectiveness of the Merger (as defined in the Purchase Agreement) it will succeed by operation of law to all of the rights and obligations of the Company set forth herein and that all references herein to the "Company" shall thereupon be deemed to be references to the undersigned. by: SKILLED HEALTHCARE GROUP, INC. By:_____________________________ Name: Roland G. Rapp Title: Generxx Xxxxxxx, Xxcretary and Chief Administrative Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: CREDIT SUISSE FIRST BOSTON LLC Xx:_____________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE FIRST BOSTON LLC J.P. MORGAN SECURITIES INC. by: J.P. MORGAN SECURITIES INC. Xx:_____________________________ Xxxx: Title: SCHEDULE I List of Subsidiary Guarantors Delaware Corporations --------------------- Hallmark Investment Group, Inc. Summit Care Corporation Summit Care Pharmacy, Inc. Delaware Limited Liability Companies ------------------------------------ Alexandria Care Center, LLC Alta Care Center, LLC Anaheim Terrace Care Center, LLC Baldwin Healthcare and Rehabilitation Center, LLC Bay Crest Care Centex, XXX Briarcliff Nursing and Re...
Notes Held by the Company. In determining whether the Holders of the required principal amount of Notes have concurred in any direction or consent or any amendment, modification or other change to this Indenture, Notes owned by the Company or by an Affiliate of the Company shall be disregarded and treated as if they were not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent or any amendment, modification or other change to this Indenture, only Notes regarding which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgees right so to act with respect to the Notes and that the pledgee is not the Company or an Affiliate of the Company.
Notes Held by the Company or its Affiliates. Whenever the consent or approval of Holders of a specified percentage of Registerable Securities is required hereunder, Registerable Securities held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Notes Held by the Company. Without limiting the generality of Section 3.08, in determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company will be deemed not to be outstanding; provided, however, that, for purposes of determining whether the Trustee is protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned will be so disregarded.
