Securities Held by the Issuer. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuer 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, By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: Class A Manager of Wiser Delaware LLC Lone Pine Resources Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: Minneapolis, MN, USA (City, State, USA) By: Class B Manager of Wiser Delaware LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Signed at: Wilmington, DE, USA (City, State, USA) By: Class A Manager of Wiser Oil Delaware,LLC Lone Pine Resources Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: Minneapolis, MN, USA (City, State, USA) By: Class B Manager of Wiser Oil Delaware,LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Signed at: Xxxxxxxxxx, XX, XXX (Xxxx, Xxxxx, XXX) The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director 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 Issuer 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.” 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.” 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 Issuer 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 , 2012, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer 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 Issuer 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 Issuer 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Lone Pine Resources Inc.)
Securities Held by the Issuer. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuer 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, By: /s/ Xxxxx X. Xxxxxxxx JOY GLOBAL INC. by Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx AMERICAN ALLOY CORPORATION by Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx XXXXXX PARK INDUSTRIES, INC. by Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: Class A Manager of Wiser Delaware LLC Lone Pine Resources Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx HARNISCHFEGER CORPORATION by Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: MinneapolisHARNISCHFEGER TECHNOLOGIES, MN, USA (City, State, USA) By: Class B Manager of Wiser Delaware LLC By: /s/ Xxxx X. Xxxxxxxx INC. by Name: Xxxx X. Xxxxxxxx Signed atTitle: Wilmington, DE, USA (City, State, USA) By: Class A Manager of Wiser Oil Delaware,LLC Lone Pine Resources Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx HARNISCHFEGER WORLD SERVICES CORPORATION by Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: MinneapolisHCHC, MN, USA (City, State, USA) By: Class B Manager of Wiser Oil Delaware,LLC By: /s/ Xxxx X. Xxxxxxxx INC. by Name: Xxxx X. Xxxxxxxx Signed atTitle: XxxxxxxxxxHCHC UK HOLDINGS, XXINC. by Name: Title: HIHC, XXX (XxxxINC. by Name: Title: JOY MM DELAWARE, XxxxxINC. by Name: Title: JOY TECHNOLOGIES INC. by Name: Title: JTI UK HOLDINGS, XXX) INC. by Name: Title: RCHH, INC. by Name: Title: SOUTH SHORE CORPORATION by Name: Title: SOUTH SHORE DEVELOPMENT, LLC by Name: Title: THE HORSBURGH & XXXXX COMPANY by Name: Title: BENEFIT, INC. by Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Initial Purchasers byCREDIT SUISSE FIRST BOSTON CORPORATION DEUTSCHE BANC ALEX. XXXXX INC., By: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx FIRST BOSTON CORPORATION by Name: Xxxxx Xxxxxxxx Title: Managing Director 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 Issuer 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.” 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.” 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 Issuer 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 , 2012, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer 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 Issuer 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 Issuer 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 additionAMERICAN ALLOY CORPORATION, the legend required by Item 502(ean Ohio corporation
(2) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectusBENEFIT, INC., a Delaware corporation
(3) XXXXXX PARK INDUSTRIES INC., a Delaware corporation
(4) HARNISCHFEGER CORPORATION, a Delaware corporation
(5) HARNISCHFEGER TECHNOLOGIES, INC., a Delaware corporation
(6) HARNISCHFEGER WORLD SERVICES CORPORATION, a Delaware corporation
(7) HCHC, INC., a Delaware corporation
(8) HCHC UK HOLDINGS, Inc., a Delaware corporation
(9) HIHC, INC., a Delaware corporation
(10) JOY MM DELAWARE, INC., a Delaware corporation
(11) JOY TECHNOLOGIES INC., a Delaware corporation
(12) JTI UK HOLDINGS, INC., a Delaware corporation (13) RCHH, INC., a Delaware corporation (14) SOUTH SHORE CORPORATION, a Wisconsin corporation (15) SOUTH SHORE DEVELOPMENT, LLC, a Delaware limited liability company
(16) THE HORSBURGH & XXXXX COMPANY, an Ohio corporation
Appears in 1 contract
Securities Held by the Issuer. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuer or its affiliates (including the Guarantors) (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 Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers, Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, WILLIAMS SCOTSMAN, INC. Xx: /x/ John B. Ross --------------------------------- Name: John B. Ross Title: Sexxxxxxx WILLIAMS SCOTSMAN INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxxxx John B. Ross --------------------------------- Name: Xxxxx X. Xxxxxxxx John B. Ross Title: President and Chief Executive Officer Sexxxxxxx EVERGREEN MOBILE COMPANY By: /s/ Xxxxx X. Xxxxxxxx John B. Ross --------------------------------- Name: Xxxxx X. Xxxxxxxx John B. Ross Title: President and Chief Executive Officer Sexxxxxxx SPACE MASTER INTERNATIONAL, INC. By: /s/ Xxxxx X. Xxxxxxxx John B. Ross --------------------------------- Name: Xxxxx X. Xxxxxxxx John B. Ross Title: President and Chief Executive Officer Sexxxxxxx TRUCK & TRAILER SALES, INC. By: Class A Manager /s/ John B. Ross --------------------------------- Name: John B. Ross Title: Sexxxxxxx WILLIAMS SCOTSMAN OF CANADA, INC. By: /s/ John B. Ross --------------------------------- Name: John B. Ross Title: Sexxxxxxx WILLSCOT EQUIPMENT, LLC By: /s/ John B. Ross --------------------------------- Name: John B. Ross Title: Sexxxxxxx Accepted as of Wiser Delaware the date hereof Deutsche Bank Securities Inc. Banc of America Securities LLC Lone Pine Resources Lehman Brothers Inc. Acting severally on behalf of themselves and xxx xxveral Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx Michael Hill ----------------------------- Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: Minneapolis, MN, USA (City, State, USA) By: Class B Manager of Wiser Delaware LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Signed at: Wilmington, DE, USA (City, State, USA) By: Class A Manager of Wiser Oil Delaware,LLC Lone Pine Resources Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: Minneapolis, MN, USA (City, State, USA) By: Class B Manager of Wiser Oil Delaware,LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Signed at: Xxxxxxxxxx, XX, XXX (Xxxx, Xxxxx, XXX) The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Michael Hill 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 Existing Notes where such Initial Securities Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer has agreed that, for a period of 180 120 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 SecuritiesNotes, where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “"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 Issuer 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 , 2012, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1ANNEX C PLAN OF DISTRIBUTION
(1) The Issuer Issuer, the Guarantors and the Subordinated Guarantor 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 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 180 120 days after the Expiration Date the Issuer Issuer, the Guarantors and the Subordinated Guarantor 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 Issuer 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Williams Scotsman International Inc)
Securities Held by the Issuer. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuer 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, Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yoursCONSOLIDATED COMMUNICATIONS, By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: Class A Manager of Wiser Delaware LLC Lone Pine Resources Inc. INC. By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: MinneapolisCONSOLIDATED COMMUNICATIONS HOLDINGS, MN, USA (City, State, USA) By: Class B Manager of Wiser Delaware LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Signed at: Wilmington, DE, USA (City, State, USA) By: Class A Manager of Wiser Oil Delaware,LLC Lone Pine Resources Inc. INC. By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Xxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: MinneapolisCONSOLIDATED COMMUNICATIONS ENTERPRISE SERVICES, MN, USA (City, State, USA) INC. By: Class B Manager of Wiser Oil Delaware,/s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer CONSOLIDATED COMMUNICATIONS SERVICES COMPANY By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer CONSOLIDATED COMMUNICATIONS OF FORT BEND COMPANY By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer CONSOLIDATED COMMUNICATIONS OF TEXAS COMPANY By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer CONSOLIDATED COMMUNICATIONS OF PENNSYLVANIA COMPANY, LLC By: /s/ Xxxx Xxxxxx X. Xxxxxxxx Name: Xxxx Xxxxxx X. Xxxxxxxx Signed atTitle: XxxxxxxxxxChief Financial Officer SUREWEST TELEPHONE By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer SUREWEST TELEVIDEO By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer SUREWEST FIBER VENTURES, XXLLC By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer ENVENTIS CORPORATION By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer CABLE NETWORK, XXX (XxxxINC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer CRYSTAL COMMUNICATIONS, XxxxxINC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer ENVENTIS TELECOM, XXX) The foregoing Registration Rights Agreement is hereby confirmed and accepted INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer HEARTLAND TELECOMMUNICATIONS COMPANY OF IOWA By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer MANKATO CITIZENS TELEPHONE COMPANY By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer MID-COMMUNICATIONS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer NATIONAL INDEPENDENT BILLING, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer IDEAONE TELECOM, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer ENTERPRISE INTEGRATION SERVICES, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer SUREWEST KANSAS, INC. By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer Accepted as of the date first above writtenhereof XXXXXX XXXXXXX & CO. LLC Acting on behalf of itself and as the Representative of the several Initial Purchasers byBy: CREDIT SUISSE SECURITIES (USA) Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxxx Title: Managing Director Authorized Signatory 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 Issuer 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.” 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.” 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 Issuer 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 until, 2012[_____] 20[__], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer 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 Issuer 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 Issuer has and the Guarantors have 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(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus. This sentence may be deleted if such delivery requirements do not apply under Rule 174 of the Securities Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Consolidated Communications Holdings, Inc.)
Securities Held by the Issuer. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuer or its affiliates (including the Guarantors) (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 Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers, Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, XXXXXXXX SCOTSMAN, INC. By: /s/ Xxxxx Xxxx X. Xxxxxxxx Xxxx Name: Xxxxx Xxxx X. Xxxxxxxx Xxxx Title: President Secretary and Chief Executive Officer General Counsel XXXXXXXX SCOTSMAN INTERNATIONAL, INC. By: /s/ Xxxxx Xxxx X. Xxxxxxxx Xxxx Name: Xxxxx Xxxx X. Xxxxxxxx Xxxx Title: President Secretary and Chief Executive Officer General Counsel EVERGREEN MOBILE COMPANY By: /s/ Xxxxx Xxxx X. Xxxxxxxx Xxxx Name: Xxxxx Xxxx X. Xxxxxxxx Xxxx Title: President Secretary and Chief Executive Officer By: Class A Manager of Wiser Delaware LLC Lone Pine Resources Inc. General Counsel SPACE MASTER INTERNATIONAL, INC. By: /s/ Xxxxxx Xxxx X. Xxxxxxxxxx Xxxx Name: Xxxxxx Xxxx X. Xxxxxxxxxx Xxxx Title: Executive Vice President Secretary and Chief Financial Officer Signed at: MinneapolisGeneral Counsel TRUCK & TRAILER SALES, MN, USA (City, State, USA) INC. By: Class B Manager of Wiser Delaware /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary and General Counsel XXXXXXXX SCOTSMAN OF CANADA, INC. By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Secretary and General Counsel WILLSCOT EQUIPMENT, LLC By: /s/ Xxxx X. Xxxxxxxx Xxxx Name: Xxxx X. Xxxxxxxx Signed atXxxx Title: Wilmington, DE, USA (City, State, USA) Secretary and General Counsel Accepted as of the date hereof Deutsche Bank Securities Inc. Banc of America Securities LLC Citigroup Global Markets Inc. Xxxxxx Brothers Inc. CIBC World Markets Corp. Acting severally on behalf of themselves and the several Purchasers By: Class A Manager of Wiser Oil Delaware,LLC Lone Pine Resources Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx X. Xxxxx Title: Director By: /s/ Xxxxxx X. Xxxxxxxxxx Xxxxxx Name: Xxxxxx X. Xxxxxxxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: Minneapolis, MN, USA (City, State, USA) By: Class B Manager of Wiser Oil Delaware,LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Signed at: Xxxxxxxxxx, XX, XXX (Xxxx, Xxxxx, XXX) The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director 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 Existing Notes where such Initial Securities Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer has agreed that, for a period of 180 120 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.” ”. Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for SecuritiesNotes, where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “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 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 Securities Existing Notes where such Initial Securities Existing Notes were acquired as a result of market-making activities or other trading activities. The Issuer has Issuer, the Guarantors and the Subordinated Guarantor have agreed that, for a period of 180 120 days after the Expiration Date, it they will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until , 2012200[ ], all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus.(1prospectus.(a) The Issuer Issuer, the Guarantors and the Subordinated Guarantor 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 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 180 120 days after the Expiration Date the Issuer Issuer, the Guarantors and the Subordinated Guarantor 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 Issuer 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.and
(1a) 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Williams Scotsman Inc)
Securities Held by the Issuer. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuer or its affiliates (including the Guarantors) (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 Guarantors a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers, Purchasers and the Issuer and the Guarantors in accordance with its terms. Very truly yours, By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: President and Chief Executive Officer By: Class A Manager of Wiser Delaware LLC Lone Pine Resources Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx Name: Xxxxxx X. Xxxxxxxxxx Title: Executive Vice President and Chief Financial Officer Signed at: MinneapolisWILLIAMS SCOTSMAN, MN, USA (City, State, USA) By: Class B Manager of Wiser Delaware LLC INC. By: /s/ Xxxx X. Xxxxxxxx Cantlin --------------------------------------- Name: Xxxx X. Xxxxxxxx Signed atJohn C. Cantlin Title: Wilmington, DE, USA (City, State, USA) Chief Xxxxxxxxx Xxxxxer and Senior Vice President EVERGREEN MOBILE COMPANY By: Class A Manager /s/ John C. Cantlin --------------------------------------- Name: John C. Cantlin Title: Chief Xxxxxxxxx Xxxxxer and Treasurer SPACE MASTER INTERNATIONAL, INC. By: /s/ John C. Cantlin --------------------------------------- Name: John C. Cantlin Title: Chief Xxxxxxxxx Xxxxxer and Treasurer TRUCK & TRAILER SALES, INC. By: /s/ John C. Cantlin --------------------------------------- Name: John C. Cantlin Title: Chief Xxxxxxxxx Xxxxxer and Treasurer WILLSCOT EQUIPMENT, LLC By: /s/ John C. Cantlin --------------------------------------- Name: John C. Cantlin Title: Chief Xxxxxxxxx Xxxxxtive WILLIAMS SCOTSMAN OF CANADA, INC. Xx: /x/ John C. Cantlin --------------------------------------- Name: John C. Cantlin Title: Chief Xxxxxxxxx Xxxxxer and Senior Vice President Accepted as of Wiser Oil Delaware,the date hereof Deutsche Bank Securities Inc. Banc of America Securities LLC Lone Pine Resources CIBC World Markets Corp. Fleet Securities, Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxx X. Xxxxxxxxxx John C. Cushman ------------------------------ Name: Xxxxxx X. Xxxxxxxxxx John C. Cushman Title: Executive Director Xx: /s/ Thomas Krauss ------------------------------ Name: Thomas Krauss Title: Vice President and Chief Financial Officer Signed at: Minneapolis, MN, USA (City, State, USA) By: Class B Manager of Wiser Oil Delaware,LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Signed at: Xxxxxxxxxx, XX, XXX (Xxxx, Xxxxx, XXX) The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of itself and as the Representative of the several Initial Purchasers by: CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx 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 Existing Notes where such Initial Securities Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuer has agreed that, for a period of 180 120 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".” 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.” 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 Issuer 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 , 2012, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Issuer 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 Issuer 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 Issuer 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Williams Scotsman of Canada Inc)
