June 10, 2004 Goldman, Sachs & Co., Citigroup Global Markets Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Micron Notes Corporation, a Michigan corporation (the "COMPANY"), proposes to issue and sell to...And Registration Rights Agreement • September 23rd, 2004 • Autocam International LTD • Motor vehicle parts & accessories • New York
CCO HOLDINGS, LLC CCO HOLDINGS CAPITAL CORP.And Registration Rights Agreement • February 16th, 2023 • Cco Holdings LLC • Cable & other pay television services • New York
CCO Holdings, LLC, a Delaware limited liability company (the “Company”), and CCO Holdings Capital Corp., a Delaware corporation (together with the Company, the “Issuers”), propose, subject to the terms and conditions stated herein, to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $1,100,000,000 aggregate principal amount of their 7.375% Senior Notes due 2031 (the “Notes”) on February 13, 2023. In satisfaction of a condition to the obligations of the Purchasers under the Purchase Agreement, the Issuers agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
THE SERVICEMASTER COMPANY $500,000,000 8% SENIOR NOTES DUE 2020 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • February 14th, 2012 • Servicemaster Co • Services-management services • New York
The ServiceMaster Company, a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the initial purchasers under the Purchase Agreement (the “Initial Purchasers”), an aggregate of $500,000,000 principal amount of the Company’s 8% Senior Notes due 2020 (the “Notes”) for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”). The Notes will be issued pursuant to the Indenture (as defined below) and will be guaranteed (the “Guarantees”) at the Closing Date (as defined below) on a senior unsecured basis by each domestic subsidiary of the Company named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers for the benefit of holders (as defin
EX-4.1 5 d619679dex41.htm QUALIFICATION AND REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED QUALIFICATION AND REGISTRATION RIGHTS AGREEMENT This Amended and Restated Qualification and Registration Rights Agreement (the “Agreement”) is made as of...And Registration Rights Agreement • May 5th, 2020 • British Columbia
WHEREAS, in connection with the execution and delivery of that certain Stock Subscription Agreement dated as of March 19, 2013 by and among the Company, the Canadian Company (as defined below) and certain of the Investors (the “Subscription Agreement”), the Company shall issue and sell shares of Series C Preferred Stock (as defined below) to certain of the Investors and the Canadian Company shall issue and sell Class C Exchangeable Shares (as defined below) to certain of the Investors;
EXHIBIT 7(k) LOCK-UP AND REGISTRATION RIGHTS AGREEMENT LOCK-UP AND REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 20, 2001, by and between IDT Corporation, a Delaware corporation (the "Company"), and AT&T Corp., a New York...And Registration Rights Agreement • November 8th, 2001 • Liberty Media Corp /De/ • Cable & other pay television services • New York
Visant Holding Corp. Exchange and Registration Rights AgreementAnd Registration Rights Agreement • April 6th, 2006 • Visant Holding Corp • Jewelry, precious metal • New York
Visant Holding Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $350,000,000 principal amount of its 8 ¾% Senior Notes due 2013, which will be issued pursuant to the Indenture (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company agrees with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
RITE AID CORPORATION $1,800,000,000 6.125% Senior Notes due 2023 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • April 2nd, 2015 • Rite Aid Corp • Retail-drug stores and proprietary stores • New York
Rite Aid Corporation, a Delaware corporation (the “Company”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated March 19, 2015 (the “Purchase Agreement”), to the initial purchasers set forth in the Purchase Agreement (the “Initial Purchasers”), $1,800,000,000 aggregate principal amount of its 6.125% Senior Notes due 2023 (the “Securities”) to be guaranteed by the subsidiary guarantors listed on Schedule I hereto (the “Subsidiary Guarantors”) relating to the initial placement of the Securities (the “Initial Placement”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
Shareholder’s and Registration Rights Agreement by and between Ralcorp Holdings, Inc. and Post Holdings, Inc. Dated as of , 2012And Registration Rights Agreement • January 19th, 2012 • Post Holdings, Inc. • Grain mill products • Missouri
This Shareholder’s and Registration Rights Agreement is made as of , 2012 by and among Ralcorp Holdings, Inc., a Missouri corporation (“Ralcorp”), and Post Holdings, Inc., a Missouri corporation and wholly owned subsidiary of Ralcorp (“Post”).
EXHIBIT 4.3 SIMMONS COMPANY 10% SENIOR DISCOUNT NOTES DUE 2014 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • April 18th, 2005 • Simmons Co • Wood household furniture, (no upholstered) • New York
EXHIBIT 4.10 CAPITAL SECURITIES EXCHANGE AND REGISTRATION RIGHTS AGREEMENT CAPITAL SECURITIES EXCHANGE AND REGISTRATION RIGHTS AGREEMENT, dated as of December 8, 1997, by and among Dominion Resources Capital Trust I, a Delaware business trust (the...And Registration Rights Agreement • April 22nd, 1998 • Dominion Resources Inc /Va/ • Electric services • New York
EX-10.1 2 d389213dex101.htm INVESTORS AND REGISTRATION RIGHTS AGREEMENT Execution Version INVESTORS’ AND REGISTRATION RIGHTS AGREEMENT among CHENIERE ENERGY, INC., CHENIERE ENERGY PARTNERS GP, LLC, CHENIERE ENERGY PARTNERS, L.P., CHENIERE CLASS B...And Registration Rights Agreement • May 5th, 2020 • Delaware
LOCK-UP AND REGISTRATION RIGHTS AGREEMENT BY AND AMONG BOSTON PROPERTIES, INC., BOSTON PROPERTIES LIMITED PARTNERSHIP AND THE HOLDERS NAMED HEREIN July 29, 2005And Registration Rights Agreement • June 21st, 2006 • Boston Properties Inc • Real estate investment trusts • Delaware
This Lock-up and Registration Rights Agreement (this “Agreement”) is entered into as of July 29, 2005 by and among Boston Properties, Inc., a Delaware corporation (the “Company”), Boston Properties Limited Partnership, a Delaware limited partnership (the “Partnership”), and the Persons named on Schedule A hereto (each a “Holder” and, if more than one, collectively, the “Holders”).
ContractAnd Registration Rights Agreement • November 3rd, 2015 • L Brands, Inc. • Retail-women's clothing stores • New York
EXCHANGE AND REGISTRATION RIGHTS AGREEMENT Dated as of November 6, 2001 by and among Tenet Healthcare Corporation and Credit Suisse First Boston Corporation, Salomon Smith Barney Inc. and J.P. Morgan Securities Inc. As Representatives of the Initial...And Registration Rights Agreement • November 29th, 2001 • Tenet Healthcare Corp • Services-general medical & surgical hospitals, nec • New York
This Agreement is made pursuant to the Purchase Agreement, dated October 30, 2001 (the "Purchase Agreement"), by and among the Company, CSFB, SSB and J.P. Morgan, as Representatives of the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of November 6, 2001, between the Company and The Bank of New York, as Trustee (the "Indenture") relating to the Initial Notes and the Exchange Notes (as defined below).
MEDIACOM LLC MEDIACOM CAPITAL CORPORATION EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • April 26th, 2012 • Mediacom Capital Corp • Cable & other pay television services • New York
Mediacom LLC, a limited liability company organized under the laws of New York (“Mediacom”), and Mediacom Capital Corporation, a corporation organized under the laws of New York (“Mediacom Capital Corporation” and, collectively with Mediacom, the “Issuers”), propose to issue and sell to certain purchasers (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated January 31, 2012 (the “Purchase Agreement”), their $250,000,000 aggregate principal amount of 7.25% Senior Notes due 2022 (the “Securities”) relating to the initial placement of the Securities (the “Initial Placement”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Issuers agree with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:
EXHIBIT C TO VOTING AND COOPERATION AGREEMENT STOCKHOLDERS' AND REGISTRATION RIGHTS AGREEMENT' and Registration Rights Agreement • April 20th, 1998 • Felcor Suite Hotels Inc • Real estate investment trusts • Delaware
BROADWING INC. Senior Subordinated Discount Notes due 2009 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York
Broadwing Inc., an Ohio corporation (the “Company”), proposes to issue and sell to GS Mezzanine Partners II, L.P., a Delaware limited partnership (“GS Mezzanine”), GS Mezzanine Partners II Offshore, L.P. (“GS Offshore”), an exempted limited partnership organized under the laws of the Cayman Islands, and any other affiliate of GS Mezzanine who purchases the Offered Securities (as defined in the Purchase Agreement) being issued under the Purchase Agreement at the Closing (as defined in the Purchase Agreement) (together with GS Mezzanine, GS Offshore and one or more partnerships, corporations, trusts or other organizations specified as a Purchaser in Schedule 1 to the Purchase Agreement which controls, is controlled by, or is under common control with, GS Mezzanine or GS Offshore, the “GS Purchasers”), and any other person specified as a Purchaser in Schedule 1 to the Purchase Agreement (together with the GS Purchasers, the “Purchasers”), upon the terms and subject to the conditions set f
CINCINNATI BELL INC. EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • December 5th, 2003 • Cincinnati Bell Inc • Telephone communications (no radiotelephone) • New York
Cincinnati Bell Inc., an Ohio corporation (f/k/a Broadwing Inc.) (the “Issuer”), proposes to issue and sell to the several purchasers (collectively, the “Purchasers”) named in Schedule A attached to the purchase agreement dated as of October 31, 2003 (the “Purchase Agreement”), upon the terms set forth in the Purchase Agreement, $540,000,000 aggregate principal amount of its 8 3/8% Senior Subordinated Notes due 2014 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by the Company’s subsidiaries listed on Schedule B attached to the Purchase Agreement (the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of November 19, 2003, (the “Indenture”) among the Issuer, the Guarantors named therein and The Bank of New York (the “Trustee”). As an inducement to the Purchasers, the Company agrees with the Purchasers, for the benefit of the holders of the Initial Securities (including, with
Exhibit 4.3 VERIZON GLOBAL FUNDING CORP. $2,000,000,000 Floating Rate Notes due 2002 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------And Registration Rights Agreement • November 27th, 2001 • Verizon Communications Inc • Telephone communications (no radiotelephone) • New York
FLEWBER GLOBAL INC. AMENDMENT NO. 1 TO UNSECURED 10% DISCOUNT CONVERTIBLE NOTE DUE AUGUST 17, 2024 AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • August 22nd, 2024 • Flewber Global Inc. • Air transportation, nonscheduled
This serves as Amendment No. 1 (the “Amendment”) to (i) Unsecured 10% Discount Convertible Note due August 17, 2024, in the principal amount of _________, with an original issuance date of May 17, 2024 (the “Note”), issued by Flewber Global Inc. (the “Company”) to ___________ (the “Investor”) and (ii) Registration Rights Agreement, dated as of May 17, 2024 (the “Registration Rights Agreement”), by and among the Company, the Investor and certain other Investors signatory thereto. The Note and the Registration Right Agreement were entered into by the Company and the Investor, pursuant to the terms and conditions of a Securities Purchase Agreement (the “Purchase Agreement”), dated as of May 17, 2024, by and among the Company, the Investors and the certain other investors signatory thereto.
1 EXHIBIT 10.42 LOCK-UP AND REGISTRATION RIGHTS AGREEMENT THIS LOCK-UP AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of _______, 2000 (the "Effective Date") by and between MEDIBUY.COM, INC., a Delaware corporation (the...And Registration Rights Agreement • March 16th, 2000 • Medibuy Com Inc • Services-business services, nec • California
LOCK-UP AND REGISTRATION RIGHTS AGREEMENT October 31, 1996And Registration Rights Agreement • November 12th, 1996 • Overseas Filmgroup Inc • Services-motion picture & video tape production • California
American Water Works Company, Inc. American Water Capital Corp. EXCHANGE AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • March 28th, 2002 • American Water Works Co Inc • Water supply • New York
American Water Works Company, Inc., a Delaware corporation (“American Water Works”), proposes to issue and sell to RWE Aktiengesellschaft (the “Initial Purchaser”), upon the terms and subject to the conditions set forth in the Note Purchase Agreement dated as of November 6, 2001 (the “Purchase Agreement”), among the Initial Purchaser, American Water Works and the Company (as defined below) up to $150,000,000 aggregate principal amount of its 4.92% Senior Notes due 2006 (the “AWWC Notes”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
INVESTMENT SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • July 9th, 2015 • Lindblad Sven-Olof • Transportation services • New York
THIS INVESTMENT SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 8th day of July, 2015, by and among Capitol Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF JOINDER TO LOCK-UP AND REGISTRATION RIGHTS AGREEMENTAnd Registration Rights Agreement • August 9th, 2021 • Ondas Holdings Inc. • Radio & tv broadcasting & communications equipment
Reference is made to that certain Lock-Up and Registration Rights Agreement, dated as of May 17, 2021, by and among Ondas Holdings Inc., a Nevada corporation (the “Parent”) and each of the Persons party thereto from time to time and attached hereto as Exhibit A (the “Lock-Up & Reg. Rights Agreement”). Capitalized terms used herein without definition shall have the meaning assigned thereto in the Lock-Up & Reg. Rights Agreement.
