Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New 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 us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the several Initial Purchasers. Very truly yours, Citizens Communications Company By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC X.X. Xxxxxx Securities Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx X. XxxXxxxxx Name: Xxxx X. XxxXxxxxx Title: Managing Director For themselves and the other several Initial Purchasers named in Schedule I to the Purchase Agreement. Each broker-dealer that receives new 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 new 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 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 new securities 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. The Company 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 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 ...
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or its Affiliates or the Trust (other than subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Please confirm that the foregoing correctly sets forth the agreement between the Company, the Trust and the Initial Purchasers. Very truly yours, PIONEER-STANDARD ELECTRONICS, INC. by /s/ John X. Xxxxxxx Name: John X. Xxxxxxx Title: Vice President, Treasurer and Assistant Secretary PIONEER-STANDARD FINANCIAL TRUST by /s/ John X. Xxxxxxx Name: John X. Xxxxxxx Title: Administrative Trustee Accepted in New York, New York March 23, 1998 LAZARD FRERES & CO. LLC CLEAXX XXXL REILXXX & XCDEXXXX XXX. MCDOXXXX & XOMPANY SECURITIES, INC. By: Lazard Freres & Co. LLC by /s/ Authorized Officer ----------------------------- EXHIBIT A PIONEER-STANDARD ELECTRONICS, INC. PIONEER-STANDARD FINANCIAL TRUST INSTRUCTION TO DTC PARTICIPANTS (DATE OF MAILING) URGENT - IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: (DATE) The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in 6 3/4% Convertible Trust Preferred Securities (liquidation preference $50 per preferred security) of Pioneer-Standard Financial Trust (the "Trust") are held. The Preferred Securities are guaranteed on a subordinated basis by Pioneer-Standard Electronics, Inc. (the "Company") as to the payment of distributions, and as to payments on liquidation or redemption, to the extent set forth in a guarantee agreement between the Company and Wilmington Trust Company, as trustee (the "Guarantee") and may be exchanged under certain circumstances into 6 3/4% Junior Convertible Subordinated Debentures due March 31, 2028 of the Company (the "Debentures") held by the Trust and converted into common shares, without par value ("Common Shares"), of the Company. The Preferred Securities, the Debentures, the Guarantee and the Common Shares are referred to collectively as the "Registrable Securities." The Company and the Trust are in the process of registering the Registrable Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. ...
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or the Common Stock issuable upon conversion thereof is required hereunder, Securities or the Common Stock issued upon conversion thereof held by the Company or its Affiliates (other than subsequent Holders of Securities or the Common Stock issued upon conversion thereof 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.
Securities Held by the Company, etc. Whenever the consent or approval of holders of a specified percentage of principal amount of Registrable Securities is required hereunder, Registrable Securities held by the Company or any of its Affiliates (other than subsequent holders of Registrable Securities if such subsequent holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Securities) shall not be counted in determining whether such consent or approval was given by the holders of such required percentage.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by the Company or its Affiliates shall be disregarded and deemed not to be outstanding in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its direct or indirect subsidiaries shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or Exchange Securities is required hereunder, Securities or Exchange Securities, as applicable, held by the Company, the Guarantor or any of their respective Affiliates (other than subsequent Holders of Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or Exchange 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 us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Guarantor and the several Initial Purchasers. Very truly yours, NII INTERNATIONAL TELECOM S.C.A. represented by its manager NII INTERNATIONAL HOLDINGS S.à x.x. itself represented by Xxxxx X. Xxxxx, duly authorized Class B Manager By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Class B Manager NII HOLDINGS, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President, Corporate Counsel and Assistant Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities or New Securities is required hereunder, Securities or New Securities, as applicable, held by the Company, the Guarantors or their Affiliates (other than subsequent Holders of Securities or New Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Securities or New Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. Americas 91432700 If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company, the Guarantors and the Initial Purchasers. Xerium Technologies, Inc. By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer Americas 91432700 Xxxxx Licensco Inc. By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Robec Brazil LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xxxxx Xxxxxxxx LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xxxxx Xxxxxxxx Licensco LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Wangner Itelpa I LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Americas 91432700 Wangner Itelpa II LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Weavexx, LLC By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium III (US) Limited By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium IV (US) Limited By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium V (US) Limited By: /s/ Xxxxxxxx X. Xxxxxxxxxxx Name: Xxxxxxxx X. Xxxxxxxxxxx Title: Vice President, Chief Financial Officer and Treasurer Xerium Asi...
Securities Held by the Company, etc. Whenever the consent or approval of Holders of a specified number, or percentage of principal amount or liquidation amount, as the case may be, of, Registrable Securities or Exchange Securities is required hereunder, Registrable Securities or Exchange Securities, as applicable, held by the Company or its Affiliates (other than subsequent Holders of Registrable Securities or Exchange Securities if such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such Registrable Securities or Exchange Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.
