Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their 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 Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchasers and the Issuers in accordance with its terms. Very truly yours, RSC EQUIPMENT RENTAL, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director Each broker-dealer that receives Exchange 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 Notes. 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 Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 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.”
Appears in 1 contract
Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their 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 Issuers Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the several Initial Purchasers and the Issuers in accordance with its terms. Very truly yours, RSC EQUIPMENT RENTALNEXT MEDIA OPERATING, INC. By: /s/ Xxxxx X. Xxxxxx by _______________________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice PresidentNEXTMEDIA LICENSING, General Counsel and Corporate Secretary RSC HOLDINGS IIIINC. by _______________________________________ Name: Title: NEXTMEDIA OUTDOOR, INC. by _______________________________________ Name: Title: NEXTMEDIA FINANCING, INC. by _______________________________________ Name: Title: NEXTMEDIA OUTDOOR, LLC By: /s/ Xxxxx X. Xxxxxx by _______________________________________ Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxxx Lynchfirst above written. CREDIT SUISSE FIRST BOSTON CORPORATION XXXXXXX, Pierce, Xxxxxx XXXXX & Xxxxx Incorporated Xxxxx Fargo Securities, CO. DEUTSCHE BANC ALEX. BROWN INC. CIBC WORLD MARKETS CORP. XXXXXX XXXXXX PARTNERS LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx CREDIT SUISSE FIRST BOSTON CORPORATION by _______________________________________ Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange 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 Notes. 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 Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 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 Notes for its own account in exchange for Notes, where such 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 Notes. See "Plan of Distribution." ANNEX C
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Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their 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 Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Initial Purchasers and the Issuers in accordance with its terms. Very truly yours, RSC EQUIPMENT RENTALCHAMPION HOME BUILDERS CO. By: -------------------------------- Name: Title: CHAMPION ENTERPRISES, INC. By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC [GUARANTORS] By: /s/ Xxxxx X. Xxxxxx -------------------------------- Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxxx Lynchfirst above written. CREDIT SUISSE FIRST BOSTON CORPORATION FIRST UNION SECURITIES, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Acting severally on behalf of themselves and the several Purchasers INC. By: Deutsche Bank Securities Inc. CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxxx X. Xxxxx ____________________________________ Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes 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 NotesSecurities. 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 Notes Securities received in exchange for Existing Notes Initial Securities where such Existing Notes Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 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
(1) The 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 Issuers 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 Issuers have agreed to pay all expenses incident to the Exchange Offer (including 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.
Appears in 1 contract
Samples: Registration Rights Agreement (A 1 Homes Group Inc)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their 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 Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchasers and the Issuers in accordance with its terms. Very truly yours, RSC EQUIPMENT RENTAL, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary RSC HOLDINGS III, LLC By: RSC Holdings II, LLC, its manager and sole member By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxx Xxxxxxx Lynch, Pierce, & Co. Incorporated Banc of America Securities LLC X.X. Xxxxxx & Xxxxx Incorporated Securities Inc. Xxxxx Fargo Securities, LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Xxxxx Title: Managing Director Each broker-dealer that receives Exchange 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 Notes. 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 Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 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”.”
Appears in 1 contract
Samples: Registration Rights Agreement (RSC Equipment Rental, Inc.)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Notes is required hereunder, Securities or Exchange Notes, as applicable, held by the Issuers any Issuer or their affiliates its Affiliates (other than subsequent Holders of Securities or Exchange Notes if such subsequent Holders are deemed to be affiliates Affiliates solely by reason of their holdings of such SecuritiesSecurities or Exchange 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 us the Issuers a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become Agreement and your acceptance shall represent a binding agreement between the Purchasers Issuers and the Issuers in accordance with its termsseveral Initial Purchasers. Very truly yours, RSC EQUIPMENT RENTAL, INC. By: /s/ Xxxxx X. G. Xxxx Xxxxxx Name: Xxxxx X. G. Xxxx Xxxxxx Title: Senior Vice President, General Counsel President and Corporate Secretary RSC HOLDINGS III, LLC Treasurer By: /s/ Xxxxx X. G. Xxxx Xxxxxx By: /s/ Gaëtan Frotté Name: G. Xxxx Xxxxxx Name: Xxxxx X. Gaëtan Frotté Title: Vice President and Treasurer Title: Vice President and Treasurer By: /s/ Gaëtan Frotté By: /s/ G. Xxxx Xxxxxx Name: Gaëtan Frotté Name: G. Xxxx Xxxxxx Title: Senior Vice PresidentPresident and Treasurer Title: Treasurer XXXXXXX LYNCH, General Counsel PIERCE, XXXXXX & XXXXX INCORPORATED Acting on behalf of itself and Corporate Secretary Accepted as the Representative of the date hereofseveral Initial Purchasers By: Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Fargo SecuritiesIncorporated Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. RBC Capital Markets, LLC Barclays Capital Inc. X.X. Xxxxxx Credit Suisse Securities (USA) LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director KeyBanc Capital Markets Inc. Xxxxxx Xxxxxxx & Co. LLC Mitsubishi UFG Securities (USA), Inc. Each Broker-Dealer that receives Exchange 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 Notes. 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 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 Notes received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. Each of the Company, Yield LLC and the Guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this Prospectus available, as amended or supplemented, to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such 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 new securities. See “Plan of Distribution”. Each broker-dealer that receives Exchange Notes 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 Notes. 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 Notes received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company, Yield LLC and each of the Guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , 20 , all dealers effecting transactions in the Exchange Notes may be required to deliver a Prospectus. The company and each of the guarantors will not receive any proceeds from any sale of Exchange Notes by brokers-dealers. Exchange 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 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 at 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 and/or the purchasers of any such Exchange Notes. Any Broker-Dealer that resells Exchange 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 Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by so acknowledging that it will deliver and by delivering a prospectusProspectus, a brokerBroker-dealer 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 Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for For a period of 90 days one year after the Expiration Date (as defined herein)expiration date, it each of the company and the guarantors will make promptly send additional copies of this prospectus available Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. Each of the company and the guarantors has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for use in connection with the Holders of the Securities) other than commissions or concessions of any such resalebrokers or dealers and will indemnify the Holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. See “Plan of Distribution[If applicable, add information required by Regulation S-K Items 507 and/or 508.”] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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. Address:
Appears in 1 contract
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their 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 Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Purchasers and the Issuers in accordance with its terms. Very truly yours, RSC EQUIPMENT RENTAL, INC. RENTAL SERVICE CORPORATION By: /s/ Xxxxx X. Xxxxxx Keith A. Sawottke ------------------------------------ Name: Xxxxx X. Xxxxxx Keith A. Sawottke ---------------------------------- Title: Senior Vice President, General Counsel President and Corporate Secretary Chief Financial Officer --------------------------------- RSC HOLDINGS III, LLC By: /s/ Xxxxx X. Xxxxxx Keith A. Sawottke ------------------------------------ Name: Xxxxx X. Xxxxxx Keith A. Sawottke ---------------------------------- Title: Senior Vice President, General Counsel President and Corporate Secretary Chief Financial Officer --------------------------------- Registration Rights Accepted as of the date hereof: hereof Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Edwin E. Roland --------------------------------- Name: Xxxxxxxxx Xxxxx Edwin X. Xxxxxx ------------------------------- Title: Managing Director Managixx Xxxxxxxx ------------------------------ By: /s/ Xxxxxxxxx Xxxxx Stephanie L. Perry --------------------------------- Name: Xxxxxxxxx Stexxxxxx X. Xxxxx ------------------------------- Title: Managing Director Dirxxxxx ------------------------------ Registration Rights
ANNEX A Each broker-dealer that receives Exchange 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 Notes. 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 Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 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 Notes for its own account in exchange for Notes, where such 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 Notes. See "Plan of Distribution". ANNEX C
Appears in 1 contract
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Issuers or their 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 Issuers a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between among the Purchasers Initial Purchaser and the Issuers in accordance with its terms. Very truly yours, RSC EQUIPMENT RENTALCHEROKEE INTERNATIONAL, LLC By: /s/ XXXXXX XXXXX --------------------------------- Name: Xxxxxx X. Xxxxx Title: Chief Executive Officer CHEROKEE INTERNATIONAL FINANCE, INC. By: /s/ Xxxxx X. Xxxxxx XXXXXX XXXXX --------------------------------- Name: Xxxxxx X. Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel Chief Executive Officer The foregoing Registration Rights Agreement is hereby confirmed and Corporate Secretary RSC HOLDINGS III, LLC By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President, General Counsel and Corporate Secretary Accepted accepted as of the date hereof: Deutsche Bank Securities Inc. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Acting severally on behalf of themselves and the several Purchasers By: Deutsche Bank Securities Inc. first above written. CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Xxxxxxxxx X. Xxxxx XXXX XXXXXXXXX --------------------------------- Name: Xxxx Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director ANNEX A Each broker-dealer that receives Exchange Notes 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 NotesSecurities. 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 Notes Securities received in exchange for Existing Notes Initial Securities where such Existing Notes Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for a period of 90 180 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 they 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. For more details, see "Plan of Distribution." ANNEX C PLAN OF DISTRIBUTION
(1) The 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-
(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 (Cherokee International Finance Inc)
Securities Held by the Issuers. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Notes is required hereunder, Securities or Exchange Notes, as applicable, held by the Issuers any Issuer or their affiliates its Affiliates (other than subsequent Holders of Securities or Exchange Notes if such subsequent Holders are deemed to be affiliates Affiliates solely by reason of their holdings of such SecuritiesSecurities or Exchange 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 us the Issuers a counterpart enclosed duplicate hereof, whereupon this instrument, along with all counterparts, will become Agreement and your acceptance shall represent a binding agreement between the Purchasers Issuers and the Issuers in accordance with its termsseveral Initial Purchasers. Very truly yours, RSC EQUIPMENT RENTALBy Clearway Energy LLC, INC. as managing member By: /s/ Xxxxx X. Xxxxxx Xxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Xxxx Xxxxxxx Title: Senior Vice President & Chief Financial Officer By Clearway Energy, Inc., as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President and Chief Financial Officer ALTA WIND 1-5 HOLDING COMPANY, LLC, as Guarantor By Alta Wind Company, LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President and Treasurer CENTRAL CA FUEL CELL 1, LLC, as Guarantors By NYLD Fuel Cell Holdings LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President and Treasurer as Guarantors, By Clearway Energy Operating LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President, General Counsel Chief Financial Officer and Corporate Secretary RSC HOLDINGS IIITreasurer SPP FUND II-B, LLC, as Guarantors By SPP Fund II Holdings, LLC, as managing member By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Vice President and Treasurer Acting on behalf of itself and as the Representative of the several Initial Purchasers By: RBC Capital Markets, LLC By: /s/ Xxxxx X. Xxxxxx Xxxxx Name: Xxxxx. X. Xxxxx X. Xxxxxx Title: Senior Vice PresidentManaging Director and Head of Global Leveraged Finance RBC Capital Markets, General Counsel and Corporate Secretary Accepted as of the date hereof: Deutsche Bank Securities Inc. LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Barclays Capital Inc. X.X. Xxxxxx Securities Xxxxxxx & Co. LLC Xxxxxxx, Sachs & Co. SunTrust Xxxxxxxx XxxxxxxxMUFG Securities Americas Inc. KeyBanc Capital Markets Inc. Each Broker-Dealer that receives Exchange 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 Notes. The Letter of Transmittal states that by so acknowledging and by delivering a Prospectus, Inc. Acting severally on behalf a Broker-Dealer will not be deemed to admit that it is an “underwriter” within the meaning of themselves the 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 Notes received in exchange for Securities where such Securities were acquired by such Broker-Dealer as a result of market-making activities or other trading activities. Each of the Company, Clearway LLC and the several Purchasers By: Deutsche Bank Securities Inc. By: /s/ Xxxxxxxxx X. Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director By: /s/ Xxxxxxxxx Xxxxx Name: Xxxxxxxxx Xxxxx Title: Managing Director Subsidiary Guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, it will make this Prospectus available, as amended or supplemented, to any Broker-Dealer for use in connection with any such resale. See “Plan of Distribution”. Each broker-dealer that receives new securities for its own account in exchange for securities, where such 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 new securities. See “Plan of Distribution”. Each broker-dealer that receives Exchange Notes 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 Notes. 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 Notes received in exchange for Securities where such Securities were acquired as a result of market-making activities or other trading activities. The Company, Clearway LLC and each of the Subsidiary Guarantors has agreed that, starting on the expiration date and ending on the close of business one year after the expiration date, 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 , 20 , all dealers effecting transactions in the Exchange Notes may be required to deliver a Prospectus. The Company, Clearway LLC and the Subsidiary Guarantors will not receive any proceeds from any sale of Exchange Notes by brokers-dealers. Exchange 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 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 at 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 and/or the purchasers of any such Exchange Notes. Any Broker-Dealer that resells Exchange 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 Notes may be deemed to be an “underwriter” within the meaning of the Act and any profit of any such resale of Exchange Notes and any commissions or concessions received by any such Persons may be deemed to be underwriting compensation under the Act. The Letter of Transmittal states that by so acknowledging that it will deliver and by delivering a prospectusProspectus, a brokerBroker-dealer 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 Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Issuers have agreed that, for For a period of 90 days one year after the Expiration Date (as defined herein)expiration date, it each of the Company, Clearway LLC and the Subsidiary Guarantors will make promptly send additional copies of this prospectus available Prospectus and any amendment or supplement to this Prospectus to any brokerBroker-dealer Dealer that requests such documents in the Letter of Transmittal. Each of the company and the guarantors has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for use in connection with the Holders of the Securities) other than commissions or concessions of any such resalebrokers or dealers and will indemnify the Holders of the Securities (including any Broker-Dealers) against certain liabilities, including liabilities under the Act. See “Plan of Distribution[If applicable, add information required by Regulation S-K Items 507 and/or 508.”] PLEASE FILL IN YOUR NAME AND ADDRESS BELOW 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. Address:
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Samples: Registration Rights Agreement (Clearway Energy LLC)
