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Acquisition Agreement
Acquisition Agreement (207K)
Doc #188375: Click preview link for longer preview.
ACQUISITION AGREEMENT
BY AND AMONG
BIPER, S.A. DE C.V.,
MOVIL ACCESS, S.A. DE C.V.,
BELL ATLANTIC INTERNATIONAL, INC.,
BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,
BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.
AND
VODAFONE AMERICAS B.V.
Dated as of June 12, 2003
--------------------------------------------------------------------------------
{PAGE}
ACQUISITION AGREEMENT
ACQUISITION AGREEMENT, dated as of June 12, 2003 (this
"Agreement"), by and among, BIPER, S.A. DE C.V., a corporation organized and
existing under the laws of the United Mexican States ("Parent"), MOVIL ACCESS,
S.A. DE C.V., a corporation organized and existing under the laws of the United
Mexican States and a wholly owned subsidiary of Parent ("Sub", and together with
Parent, the "Purchasers"), BELL ATLANTIC INTERNATIONAL, INC., a corporation
organized and existing under the laws of Delaware ("BAII"), BELL ATLANTIC LATIN
AMERICA HOLDINGS, INC., a corporation organized and existing under the laws of
Delaware ("BALAH"), BELL ATLANTIC NEW ZEALAND HOLDINGS, INC., a corporation
organized and existing under the laws of Delaware ("BANZHI", and collectively
with BAII and BALAH, the "Verizon Selling Shareholders"), and VODAFONE AMERICAS
B.V., a limited liability company organized and existing under the laws of The
Netherlands ("Vodafone," and together with the Verizon Selling Shareholders, the
"Sellers").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Parent intends to cause Sub, and Sub intends, to
acquire for cash all of the issued and outstanding capital stock of Grupo
Iusacell, S.A. de C.V., a variable stock company organized and existing under
the laws of the United Mexican States (the "Company"), which is comprised of
series A shares without par value (the "Series A Shares"), series V shares of
the Company, without par value (the "Series V Shares"), and American Depositary
Shares, each representing one hundred (100) Series V Shares, of the Company
("ADSs", and together with the Series A Shares and the Series V Shares, the
"Securities"), pursuant to concurrent tender offers in Mexico for all of the
Series A Shares and all of the Series V Shares (the "Mexican Offer") and in the
United States for all of the ADSs (the "U.S. Offer" and together with the
Mexican Offer, the "Offers");
WHEREAS, as of the date hereof the Verizon Selling
Shareholders own, either beneficially or of record, in the aggregate,
657,966,431 Series A Shares, 74,752,002 Series V Shares and 14,000 ADSs
representing approximately 39.4% of the total capital stock of the Company
(collectively, the "Verizon Shares");
WHEREAS, as of the date hereof Vodafone owns, directly or
indirectly, and either beneficially or of record, 303,326,053 Series A Shares
and 339,617,555 Series V Shares representing approximately 34.5% of the total
capital stock of the Company (collectively, the "Vodafone Shares");
WHEREAS, the Verizon Selling Shareholders have agreed to
tender the Verizon Shares (other than ADSs) into the Mexican Offer and the ADSs
into the U.S. Offer and Vodafone has agreed to tender the Vodafone Shares into
the Mexican Offer in accordance with the terms of this Agreement and the Escrow
Agreement; and
WHEREAS, the respective Boards of Directors of Parent, Sub,
Verizon and Vodafone have approved this Agreement.
{PAGE}
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants, representations, warranties and agreements herein contained,
the parties intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. When used in this Agreement, the
following terms shall have the respective meanings specified therefor below.
"Acquisition Proposal" shall mean (i) any inquiry, proposal or
offer from any Person or group relating to any direct or indirect acquisition or
purchase of all or substantially all of the consolidated assets of the Company
and its Subsidiaries or a majority of the issued and outstanding capital stock
of the Company or any of its Subsidiaries, (ii) any tender offer or exchange
offer that, if consummated, would result in any Person beneficially owning a
majority of the issued and outstanding capital stock of the Company or any of
its Subsidiaries, or (iii) any merger, consolidation, business combination,
recapitalization, liquidation, dissolution or similar transaction involving the
Company or any of its Subsidiaries, in each case other than the transactions
contemplated by this Agreement.
"ADS" shall have the meaning set forth in the first recital
hereto.
"Affiliate" of any Person shall mean, when used with reference
to a specific Person, any Person that at the time of determination of Affiliate
status directly or indirectly, whether through one or more intermediaries,
controls, is controlled by or is under common control with such specific Person.
Notwithstanding the foregoing, for purposes of this Agreement each of the
Verizon Selling Shareholders and their respective Affiliates (other than the
Company and its Subsidiaries) and Vodafone and its Affiliates (other than the
Company and its Subsidiaries) shall be deemed to not be Affiliates of the
Company and its Subsidiaries.
"Agreement" shall have the meaning set forth in the preamble
hereto.
"BAII" shall have the meaning set forth in the preamble
hereto.
"BALAH" shall have the meaning set forth in the preamble
hereto.
"Bankruptcy Event" shall mean any of the following actions by
the Company or any of its Subsidiaries pursuant to or within the meaning of any
Bankruptcy Law:
(i) commencement of a voluntary case or filing a request
or petition for a writ of execution to initiate bankruptcy or concurso
mercantil proceedings or to have itself or one or more of its
Subsidiaries adjudicated as bankrupt;
(ii) consenting to the entry of an order for relief
against the Company or any of its Subsidiaries in an involuntary case;
-2-
{PAGE}
(iii) consenting to the appointment of a custodian of the
Company or any of its Subsidiaries or for any substantial part of its
property;
(iv) making a general assignment for the benefit of the
Company's or any of its Subsidiaries' creditors; or
(v) proposing or agreeing to an accord or composition in
bankruptcy between the Company and/or any of its Subsidiaries and its
or their respective creditors.
"Bankruptcy Law" means Title 11, United States Code, or any
similar federal or state law for the relief of debtors or the administration or
liquidation of debtors' estates for the benefit of their creditors, and the
Mexican Ley de Concursos Mercantiles, or any similar federal or state law for
the relief of debtors or the administration or liquidation of debtors' estates
for the benefit of their creditors.
"BANZHI" shall have the meaning set forth in the preamble
hereto.
"Business Day" shall mean any day except a Saturday, a Sunday
or any other day on which commercial banks are required or authorized to close
in New York, New York or in Mexico City, Mexico.
"Closing" shall mean the acceptance for payment by Sub of the
Securities pursuant to the Offers.
"Closing Date" shall mean the date and time at which the
Closing occurs.
"CNBV" shall mean the Comision Nacional Bancaria y de Valores
(National Banking and Securities Commission) of Mexico.
"CNIE" shall mean the Comision Nacional de Inversiones
Extranjeras (National Commission of Foreign Investment) of Mexico.
"COFECO" shall mean the Comision Federal de Competencia of
Mexico.
"COFETEL" shall mean the Comision Federal de
Telecomunicaciones of Mexico.
"Commencement Date" shall mean the date on which the Offers
are first published, sent or given to the shareholders of the Company.
"Commitment" shall mean (i) options, warrants, convertible
securities, exchangeable securities, subscription rights, conversion rights,
exchange rights, or other Contracts that could require a company to issue shares
of capital stock or to sell shares of capital stock it owns in another company;
(ii) any other securities convertible into, exchangeable or exercisable for, or
representing the right to subscribe for any shares of capital stock of a company
or owned by a company; (iii) statutory pre-emptive rights or pre-emptive rights
granted under a company's organizational documents; and (iv) stock appreciation
rights, phantom stock, profit participation, or other similar rights with
respect to a company.
188375
|
 Chase Manhattan
As referenced in this Acquisition Agreement:
Chase Manhattan Bank, – of July 25, 1997, as amended and restated as of March
29, 2001 among
-5-
{PAGE}
Opco, the lenders party thereto, and The Chase Manhattan Bank, as Administrative
Agent and Collateral Agent, as amended by First Amendment and Waiver dated as of
December 7, 2001 and the Second
_____________
dt 102021
;
Citibank
As referenced in this Acquisition Agreement:
Citibank N.A. – relating to the
suit or injunction shall have become final and non-appealable until the date of
payment at the prime rate of Citibank N.A. in effect on the date that the
decision relating to the suit or injunction shall have become final and
non-appealable plus
_____________
dt 147122
;
Grupo Iusacell
As referenced in this Acquisition Agreement:
Grupo
Iusacell, – H:
- - - - - - - - - -
WHEREAS, Parent intends to cause Sub, and Sub intends, to
acquire for cash all of the issued and outstanding capital stock of Grupo
Iusacell, S.A. de C.V., a variable stock company organized and existing under
the laws of the United Mexican States (the "Company"),
_____________
Grupo Iusacell – meaning set forth in
Section 2.4(b).
"Offers" shall have the meaning set forth in the first recital
hereto.
"Opco" shall mean Grupo Iusacell Celular, S.A. de C.V.
"Opco Credit Agreement" shall mean the Amended and Restated
Credit Agreement, dated as of July 25, 1997,
_____________
Grupo Iusacell
– or any of the Subsidiaries of the Company (which for purposes of
this Section 7.10(a)(iii) shall be deemed to include Grupo Iusacell
PCS, S.A. de C.V., Iusatel, S.A. de C.V., Iusatelcommunicaciones, S.A.
de C.V., Infotelecom, S.A. de
_____________
Grupo Iusacell, – suspensiva consistente en que, en o antes del 13 de diciembre de
2003, se consume la oferta publica de compra de acciones de Grupo Iusacell,
S.A. de C.V. realizada o a ser realizada por Movil Access, S.A. de C.V. o
sus sociedades relacionadas.
_____________
Grupo Iusacell, – the above mentioned resolutions will be
subject to the condition precedent consistent in the consummation of the tender
offer to purchase shares of Grupo Iusacell, S.A. de C.V. done or to be done by
Movil Access, S.A. de C.V. or its affiliates, on
_____________
dt 276548
;
|
Verizon
As referenced in this Acquisition Agreement:
BELL ATLANTIC – AND AMONG
BIPER, S.A. DE C.V.,
MOVIL ACCESS, S.A. DE C.V.,
BELL ATLANTIC INTERNATIONAL, INC.,
BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,
BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.
AND
BELL ATLANTIC – A. DE C.V.,
MOVIL ACCESS, S.A. DE C.V.,
BELL ATLANTIC INTERNATIONAL, INC.,
BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,
BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.
AND
VODAFONE AMERICAS B.V.
BELL ATLANTIC – S.A. DE C.V.,
BELL ATLANTIC INTERNATIONAL, INC.,
BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,
BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.
AND
VODAFONE AMERICAS B.V.
Dated as of June 12, 2003
--------------------------------------------------------------------------------
{
BELL ATLANTIC – States and a wholly owned subsidiary of Parent ("Sub", and together with
Parent, the "Purchasers"), BELL ATLANTIC INTERNATIONAL, INC., a corporation
organized and existing under the laws of Delaware ("BAII"), BELL ATLANTIC
BELL ATLANTIC – BELL ATLANTIC INTERNATIONAL, INC., a corporation
organized and existing under the laws of Delaware ("BAII"), BELL ATLANTIC LATIN
AMERICA HOLDINGS, INC., a corporation organized and existing under the laws of
Delaware ("BALAH"),
dt 39400
;
Vodafone Group
As referenced in this Acquisition Agreement:
Vodafone Group PLC, – other authorized
representatives pursuant to Section 7.1 shall be subject to the provisions of
the Non-Disclosure Agreement by and among Verizon, Vodafone Group PLC, Sub, and
certain other parties thereto dated June 2, 2003 (the "Non-Disclosure
Agreement").
Section 7.3. Conduct of the Business of
_____________
dt 278001
;
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| 2001 |
Acquisition Agreement
Acquisition Agreement (187K)
Doc #404584: Click preview link for longer preview.
ACQUISITION AGREEMENT
by and among
AMN HOLDINGS, INC.,
AMN HEALTHCARE, INC.,
THE SELLERS NAMED THEREIN,
and
THE BUYER NAMED THEREIN
Dated as of October 1, 1999
2
TABLE OF CONTENTS
. . .
404584
|
Chase Manhattan
As referenced in this Acquisition Agreement:
Chase Manhattan Bank – and except
for the cancellation of the options as set forth in Section 5.9 and the
termination of the warrants exercisable for common stock of Healthcare held by
The Chase Manhattan Bank and the payment of employee bonuses contemplated by
Section 11.2(c);
(f) refrain from (i) making any material change
in the compensation payable or to become payable to any
_____________
Chase Manhattan Bank, – and all other amounts
owing in respect of, the Credit Agreement dated as of December 5, 1997, as
amended among Healthcare and the Guarantors and the Lenders named therein and
Chase Manhattan Bank, as agent (the "Loan Obligations") shall have been, or
simultaneously be, repaid in full, that the commitments thereunder shall have
been terminated and that all guarantees in respect of,
_____________
Chase Manhattan Bank – and Deborah Johnson as
amended in connection with the Share Exchange and the Stockholders Agreement,
dated December 5, 1997, by and among Healthcare, Holdings, Steven Francis, Gayle
Francis and The Chase Manhattan Bank shall, upon the Closing of the transactions
contemplated hereby, have been terminated and shall be of no further force and
effect.
(h) Certification of Non-Foreign Status. Each Seller
shall
_____________
dt 1013073
;
 Dewey Ballantine
As referenced in this Acquisition Agreement:
Dewey Ballantine – 1.5. Time and Place of Closing. The closing of the
purchase and sale provided for in this Agreement (herein called the "Closing")
shall be held at the offices of Dewey Ballantine LLP, 1301 Avenue of the
Americas, New York, New York 10019 on November 19, 1999 (the "Closing Date") or
at such other place or earlier or later date or
_____________
Dewey Ballantine – the Closing Date have been performed and
satisfied in all material respects.
(b) Opinions of Counsel and Other Documents. On the
Closing Date, Buyer shall have received (i) opinions of Dewey Ballantine LLP,
special counsel to the Companies and certain Sellers, Latham & Watkins, special
counsel to the Francis Family Trust, Hutchinson Black & Cook LLC, special
counsel to Todd and Deborah Johnson
_____________
Dewey Ballantine – to:
Olympus Growth Fund II, L.P.
Metro Center, One Station Place
Stamford, Connecticut 06902
Attention: James A. Conroy
Facsimile: (203) 353-5910
in each case with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: E. Ann Gill, Esq.
Facsimile: (212) 259-6333
TO THE SELLERS:
If to Olympus Growth Fund II,
_____________
Dewey Ballantine – P. to:
Olympus Executive Fund, L.P.
Metro Center, One Station Place
Stamford, Connecticut 06902
Attention: James A. Conroy
Facsimile: (203)353-5910
in each case with a copy to:
Dewey Ballantine LLP
1301 Avenue of the Americas
New York, New York 10019
Attention: E. Ann Gill, Esq.
Facsimile: (212) 259-6333
{PAGE} 51
46
If to other Sellers, to:
Steven
_____________
dt 1008897
;
|
Latham & Watkins
As referenced in this Acquisition Agreement:
Latham & Watkins – respects.
(b) Opinions of Counsel and Other Documents. On the
Closing Date, Buyer shall have received (i) opinions of Dewey Ballantine LLP,
special counsel to the Companies and certain Sellers, Latham & Watkins , special
counsel to the Francis Family Trust, Hutchinson Black & Cook LLC, special
counsel to Todd and Deborah Johnson and Lionel Sawyer & Collins, Nevada counsel
to Healthcare and addressed to
_____________
Latham & Watkins – A. Francis, as Trustees
of the Francis Family Trust
AMN Healthcare, Inc.
12235 El Camino Real
Suite 200
San Diego, California 92130
Facsimile: (858) 792-0299
with a copy to:
Latham & Watkins
633 West Fifth Street
Suite 4000
Los Angeles, California 90071-2005
Attention: John M. Newell, Esq.
Facsimile: (213) 891-7923
Todd Johnson
Deborah Johnson
Medical Express, Inc.
1215 Spruce
_____________
dt 1018432
;
Paul Weiss
As referenced in this Acquisition Agreement:
Paul Weiss
– as of the
Closing Date certifying to the foregoing effect.
(b) Opinion of Counsel and other Documents. At the
Closing Date, the Sellers shall have received (i) an opinion of Paul Weiss
Rifkind Wharton & Garrison, Counsel to Buyer, dated as of the Closing Date and
addressed to the Sellers, in a form reasonably acceptable to the Sellers hereto
and (ii) such
_____________
Paul, Weiss – hereunder:
TO BUYER:
c/o Haas Wheat & Partners, L.P.
300 Crescent Court
Suite 1700
Dallas, Texas 75201
Attention: Robert B. Haas
Facsimile: (214) 871-8364
with a copy to:
Paul, Weiss , Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
Attention: Robert M. Hirsh, Esq.
Facsimile: (212) 757-3990
TO THE COMPANIES:
If to Holdings, to:
_____________
dt 999894
|
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Acquisition Agreement
Acquisition Agreement (207K)
Doc #1452776: Click preview link for longer preview.
ACQUISITION AGREEMENT
BY AND AMONG
BIPER, S.A. DE C.V.,
MOVIL ACCESS, S.A. DE C.V.,
BELL ATLANTIC INTERNATIONAL, INC.,
BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,
BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.
AND
VODAFONE AMERICAS B.V.
Dated as of June 12, 2003
----------------------------------- . . .
1452776
|
Chase Manhattan
As referenced in this Acquisition Agreement:
Chase Manhattan Bank, – Restated
Credit Agreement, dated as of July 25, 1997, as amended and restated as of March
29, 2001 among
-5-
<PAGE>
Opco, the lenders party thereto, and The Chase Manhattan Bank, as Administrative
Agent and Collateral Agent, as amended by First Amendment and Waiver dated as of
December 7, 2001 and the Second Amendment and Waiver dated as of April
_____________
dt 1666592
;
Citibank
As referenced in this Acquisition Agreement:
Citibank N.A. – therewith, from the date that the decision relating to the
suit or injunction shall have become final and non-appealable until the date of
payment at the prime rate of Citibank N.A. in effect on the date that the
decision relating to the suit or injunction shall have become final and
non-appealable plus two (2) percent.
Section 10.2. Survival. (
_____________
dt 1675519
;
Grupo Iusacell
As referenced in this Acquisition Agreement:
Grupo
Iusacell, – T N E S S E T H:
- - - - - - - - - -
WHEREAS, Parent intends to cause Sub, and Sub intends, to
acquire for cash all of the issued and outstanding capital stock of Grupo
Iusacell, S.A. de C.V., a variable stock company organized and existing under
the laws of the United Mexican States (the "Company"), which is comprised of
series A shares
_____________
Grupo Iusacell – 1.
"Offer to Purchase" shall have the meaning set forth in
Section 2.4(b).
"Offers" shall have the meaning set forth in the first recital
hereto.
"Opco" shall mean Grupo Iusacell Celular, S.A. de C.V.
"Opco Credit Agreement" shall mean the Amended and Restated
Credit Agreement, dated as of July 25, 1997, as amended and restated as of March
_____________
Grupo Iusacell
– the Purchasers and/or the Company
and/or any of the Subsidiaries of the Company (which for purposes of
this Section 7.10(a)(iii) shall be deemed to include Grupo Iusacell
PCS, S.A. de C.V., Iusatel, S.A. de C.V., Iusatelcommunicaciones, S.A.
de C.V., Infotelecom, S.A. de C.V. and Punto a Punto Iusacell,
_____________
Grupo Iusacell, – resoluciones citadas estaran sujetas a la
condicion suspensiva consistente en que, en o antes del 13 de diciembre de
2003, se consume la oferta publica de compra de acciones de Grupo Iusacell,
S.A. de C.V. realizada o a ser realizada por Movil Access, S.A. de C.V. o
sus sociedades relacionadas.
Despues de deliberar respecto de este punto
_____________
Grupo Iusacell, – December 31, 2003.
The president informed that the above mentioned resolutions will be
subject to the condition precedent consistent in the consummation of the tender
offer to purchase shares of Grupo Iusacell, S.A. de C.V. done or to be done by
Movil Access, S.A. de C.V. or its affiliates, on or before December 13, 2003.
After discussing
_____________
dt 1691020
;
|
Verizon
As referenced in this Acquisition Agreement:
Verizon Communications Inc – Offer" shall have the meaning set forth in the first
recital hereto.
"U.S. Offer Documents" shall have the meaning set forth in
Section 2.4(b).
"Verizon" shall mean Verizon Communications Inc ., a
corporation organized and existing under the laws of Delaware.
"Verizon Securities" shall have the meaning set forth in
Section 3.1.
"Verizon Selling Shareholders" shall have the meaning
_____________
Verizon Communications Inc – person or mailed, certified or registered mail with postage prepaid, or sent by
facsimile (upon confirmation of receipt), as follows:
(a) if to the Verizon Selling Shareholders to Verizon at:
Verizon Communications Inc .
1095 Avenue of the Americas
New York, NY 10036
Attention: Steven E. Zipperstein, Esq.
Fax: 212-840-7689
with a copy (which shall not constitute notice) to:
White &
_____________
dt 1684466
;
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Acquisition Agreement
Acquisition Agreement (100K)
Doc #1563094: Click preview link for longer preview.
ACQUISITION AGREEMENT
This Acquisition Agreement (this "Agreement") is made and entered into as
of June 1, 2004, by and among Trey Resources, Inc., a Delaware corporation, with
offices at 750 Route 34, Matawan, NJ 07747 ("Buyer"), Lynn Berman, an individual
residing at 4 Hillcrest Avenue, West Orange, NJ 07052, Gary Berman, an
individual residing at 4 Hillcrest Avenue, West Orange, NJ 07052, and Jeffrey
Roth, an individual residing at 27 Mohawk Road, Short Hills, NJ 07078,
(collectively, the "Sellers"), and SWK, Inc., a New . . .
1563094
|
Chase Manhattan
As referenced in this Acquisition Agreement:
Chase Manhattan Bank – i) Buyer shall have made available to Subsidiary the sum of $100,000
to fund the development of MAPADOC for MAS500.
(j) Buyer shall have paid $104,217.00 to Chase Manhattan Bank in full
satisfaction of all obligations due and owing by the Company pursuant to the
Company's existing credit facility.
(k) Buyer and Subsidiary have executed and delivered to Sellers
_____________
dt 1427234
;
Citibank
As referenced in this Acquisition Agreement:
Citibank, N.A. – capital needs of the Subsidiary. Such facility shall be available to the
Subsidiary, at an interest rate per annum equal to the prime rate from time to
time announced by Citibank, N.A. Beginning in calendar year 2005, on at least
one day of each year, the Subsidiary shall pay all sums due and owing under such
facility (including principal and interest)
_____________
dt 1480073
;
|
Citibank
As referenced in this Acquisition Agreement:
Citibank, N.A. – capital needs of the Subsidiary. Such facility shall be available to the
Subsidiary, at an interest rate per annum equal to the prime rate from time to
time announced by Citibank, N.A. Beginning in calendar year 2005, on at least
one day of each year, the Subsidiary shall pay all sums due and owing under such
facility (including principal and interest)
_____________
dt 1480073
;
Kramer Levin
As referenced in this Acquisition Agreement:
Kramer Levin – of Exhibit A to
this Agreement (the "Merger Agreement).
1.2 Closing Date. The closing for the consummation of the Reorganization
(the "Closing") will take place at the offices of Kramer Levin Naftalis &
Frankel LLP at 9:00 a.m. local time on the date hereof, or at such other date,
time and place as is mutually agreed among the parties (
_____________
Kramer Levin – number as
such party may have specified by notice given to the other party pursuant to
this provision):
If to Buyer: with copies to: with copies to:
Trey Resources, Inc. Kramer Levin Naftalis & Frankel LLP
750 Route 34 919 Third Avenue
Matawan, New Jersey 07747 New York, New York 10022
Attention: Mark Meller Attention: Scott S. Rosenblum
27
If to
_____________
dt 1417672
|
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Full Doc
| 2003 |
Acquisition Agreement
Acquisition Agreement (207K)
Doc #1806098: Click preview link for longer preview.
ACQUISITION AGREEMENT
BY AND AMONG
BIPER, S.A. DE C.V.,
MOVIL ACCESS, S.A. DE C.V.,
BELL ATLANTIC INTERNATIONAL, INC.,
BELL ATLANTIC LATIN AMERICA HOLDINGS, INC.,
BELL ATLANTIC NEW ZEALAND HOLDINGS, INC.
AND
VODAFONE AMERICAS B.V.
Dated as of June 12, 2003
----------------------------------- . . .
1806098
|
Chase Manhattan
As referenced in this Acquisition Agreement:
Chase Manhattan Bank, – Amended and Restated
Credit Agreement, dated as of July 25, 1997, as amended and restated as of March
29, 2001 among
-5-
{PAGE}
Opco, the lenders party thereto, and The Chase Manhattan Bank, as Administrative
Agent and Collateral Agent, as amended by First Amendment and Waiver dated as of
December 7, 2001 and the Second Amendment and Waiver dated as of April
_____________
dt 1427697
;
Citibank
As referenced in this Acquisition Agreement:
Citibank N.A. – therewith, from the date that the decision relating to the
suit or injunction shall have become final and non-appealable until the date of
payment at the prime rate of Citibank N.A. in effect on the date that the
decision relating to the suit or injunction shall have become final and
non-appealable plus two (2) percent.
Section 10.2. Survival. (
_____________
dt 1480476
;
Grupo Iusacell
As referenced in this Acquisition Agreement:
Grupo
Iusacell, – T N E S S E T H:
- - - - - - - - - -
WHEREAS, Parent intends to cause Sub, and Sub intends, to
acquire for cash all of the issued and outstanding capital stock of Grupo
Iusacell, S.A. de C.V., a variable stock company organized and existing under
the laws of the United Mexican States (the "Company"), which is comprised of
series A shares
_____________
Grupo Iusacell – 1.
"Offer to Purchase" shall have the meaning set forth in
Section 2.4(b).
"Offers" shall have the meaning set forth in the first recital
hereto.
"Opco" shall mean Grupo Iusacell Celular, S.A. de C.V.
"Opco Credit Agreement" shall mean the Amended and Restated
Credit Agreement, dated as of July 25, 1997, as amended and restated as of March
_____________
Grupo Iusacell
– the Purchasers and/or the Company
and/or any of the Subsidiaries of the Company (which for purposes of
this Section 7.10(a)(iii) shall be deemed to include Grupo Iusacell
PCS, S.A. de C.V., Iusatel, S.A. de C.V., Iusatelcommunicaciones, S.A.
de C.V., Infotelecom, S.A. de C.V. and Punto a Punto Iusacell,
_____________
Grupo Iusacell, – resoluciones citadas estaran sujetas a la
condicion suspensiva consistente en que, en o antes del 13 de diciembre de
2003, se consume la oferta publica de compra de acciones de Grupo Iusacell,
S.A. de C.V. realizada o a ser realizada por Movil Access, S.A. de C.V. o
sus sociedades relacionadas.
Despues de deliberar respecto de este punto
_____________
Grupo Iusacell, – December 31, 2003.
The president informed that the above mentioned resolutions will be
subject to the condition precedent consistent in the consummation of the tender
offer to purchase shares of Grupo Iusacell, S.A. de C.V. done or to be done by
Movil Access, S.A. de C.V. or its affiliates, on or before December 13, 2003.
After discussing
_____________
dt 1382350
;
|
Verizon
As referenced in this Acquisition Agreement:
Verizon Communications Inc – Offer" shall have the meaning set forth in the first
recital hereto.
"U.S. Offer Documents" shall have the meaning set forth in
Section 2.4(b).
"Verizon" shall mean Verizon Communications Inc ., a
corporation organized and existing under the laws of Delaware.
"Verizon Securities" shall have the meaning set forth in
Section 3.1.
"Verizon Selling Shareholders" shall have the meaning
_____________
Verizon Communications Inc – person or mailed, certified or registered mail with postage prepaid, or sent by
facsimile (upon confirmation of receipt), as follows:
(a) if to the Verizon Selling Shareholders to Verizon at:
Verizon Communications Inc .
1095 Avenue of the Americas
New York, NY 10036
Attention: Steven E. Zipperstein, Esq.
Fax: 212-840-7689
with a copy (which shall not constitute notice) to:
White & Case
_____________
dt 1559737
;
More... |
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Full Doc
| 2003 |
Exchange Agreement
Exchange Agreement (40K)
Doc #162177: Click preview link for longer preview.
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT, dated as of July , 2003 (this Agreement), by and between VERTICALNET, INC., a Pennsylvania corporation (the Company), and SPECTRA FINANCIAL GROUP, LLC, a Delaware limited liability company (the Holder).
W I T N E S S E T H:
WHEREAS, the Holder is the owner of one or more Debentures (such capitalized term and all other capitalized terms used in this Agreement having the meanings provided in Section 1);
WHEREAS, upon the terms and subject to the conditions of this Agreement, the Holder wishes to exchange the Debentures with the Company for shares of Common Stock and cash, and the Company wishes to issue shares of Common Stock and pay cash to the Holder in exchange for the Debentures; and
WHEREAS, the parties hereto intend that the shares of Common Stock to be issued in exchange for the Debentures be exempt from registration pursuant to Section 3(a)(9) of the 1933 Act;
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions.
(a) As used in this Agreement, the terms Agreement, Company and Holder shall have the respective meanings assigned to such terms in the introductory paragraph of this Agreement.
(b) All the agreements or instruments herein defined shall mean such agreements or instruments as the same may from time to time be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof and of this Agreement.
(c) The following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):
Claims means any losses, claims, damages, liabilities or expenses (joint or several), incurred by a Person.
Closing Date means 12:00 noon, New York City time, on July , 2003 or such other mutually agreed to time.
Common Stock means the Common Stock, par value $0.01 per share, of the Company.
Common Stock Equivalents means any warrant, option, subscription or purchase right with respect to shares of Common Stock, any security convertible into, exchangeable for, or otherwise entitling the holder thereof to acquire, shares of Common Stock or any warrant, option, subscription or purchase right with respect to any such convertible, exchangeable or other security.
Debentures means $1,500,000 aggregate principal amount of the Companys 5 1/4%
Convertible Subordinated Debentures due 2004, owned by the Holder and registered in the name of the Holder or its nominee.
DTC means The Depository Trust Company.
Event of Default shall have the meaning provided in the Indenture.
Exchange Consideration shall have the meaning provided in Section 2(a)(1).
Indemnified Person means the Holder and each of its affiliates and their respective officers, directors, stockholders and members and each Person who controls the Holder within the meaning of the 1933 Act or the 1934 Act.
Indenture means the Indenture, dated as of September 27, 1999, between the Company and Deutsche Bank (as successor to Bankers Trust Company), a New York banking corporation, as Trustee, relating to the Companys 5 1/4% Convertible Subordinated Debentures due 2004.
1934 Act means the Securities Exchange Act of 1934, as amended.
1933 Act means the Securities Act of 1933, as amended.
Person means any natural person, corporation, partnership, limited liability company, trust, incorporated organization, unincorporated association, or similar entity or any government, governmental agency or political subdivision.
Principal Market means the Nasdaq Smallcap Market or such other U.S. market or exchange which is the principal market on which the Common Stock is then listed for trading.
Rule 144 means Rule 144 under the 1933 Act or any other similar rule or regulation of the SEC that may at any time provide a safe harbor exemption from registration under the 1933 Act so as to permit a holder of any securities to sell securities of the Company to the public without registration under the 1933 Act.
SEC means the Securities and Exchange Commission.
SEC Reports means all annual reports, quarterly reports, proxy statements and other reports filed by the Company under the 1934 Act, in each case as filed with the SEC and including the information and documents (other than exhibits) incorporated therein by reference.
Shares means the shares of Common Stock issuable or issued in exchange for the Debentures.
Short Sale shall have the meaning given such term in Rule 3b-3 under the 1934 Act as in effect on the date of this Agreement.
Subsidiary means any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company.
Trading Day means a day on which the Principal Market is open for the general trading of securities.
162177
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Chase Manhattan
As referenced in this Exchange Agreement:
Chase Manhattan Bank- – shall be made by wire transfer of immediately available funds at the closing on the Closing Date to:
WIRE INSTRUCTIONS:
Spear, Leeds & Kellogg
Chase Manhattan Bank- 55 Water Street
Account Number 066-005442
ABA # 0210-0002-1
For Further Credit to: Spectra Financial Group, LLC
Account Number:
For
_____________
dt 101858
;
Verticalnet
As referenced in this Exchange Agreement:
VERTICALNET, INC. – EX-10.7 7 dex107.htm EXCHANGE AGREEMENT DATED JULY 22, 2003 - SPECTRA FINANCIAL GROUP, LLC
EXHIBIT 10.7
EXCHANGE AGREEMENT
dated as of July 22, 2003
by and between
VERTICALNET, INC.
and
SPECTRA FINANCIAL GROUP, LLC
Relating to
5 1/4% Convertible Subordinated Debentures due 2004
TABLE OF CONTENTS
Page
1.
Definitions
1
2.
Agreement to Exchange; Exchange Value
3
(
_____________
VERTICALNET, INC. – ANNEX I
Form of Opinion of General Counsel to be Delivered on the Closing Date
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT, dated as of July , 2003 (this Agreement), by and between VERTICALNET, INC. , a Pennsylvania corporation (the Company), and SPECTRA FINANCIAL GROUP, LLC, a Delaware limited liability company (the Holder).
W I T N E S S E T H:
WHEREAS, the
_____________
VERTICALNET, INC. – duly executed by their respective officers or other representatives thereunto duly authorized as of the date first set forth above and on the dates set forth below their respective signatures.
VERTICALNET, INC.
By:
Name: Gene S. Godick
Title: Executive Vice President and Chief Financial Officer
Address:
400 Chester Field Parkway
Malvern, Pennsylvania 19355
Facsimile No.: (610) 240- 9470
Date: July 22,
_____________
dt 1451126
;
Verticalnet
As referenced in this Exchange Agreement:
VERTICALNET, INC. – EX-10.7 7 dex107.htm EXCHANGE AGREEMENT DATED JULY 22, 2003 - SPECTRA FINANCIAL GROUP, LLC
EXHIBIT 10.7
EXCHANGE AGREEMENT
dated as of July 22, 2003
by and between
VERTICALNET, INC.
and
SPECTRA FINANCIAL GROUP, LLC
Relating to
5 1/4% Convertible Subordinated Debentures due 2004
TABLE OF CONTENTS
Page
1.
Definitions
1
2.
Agreement to Exchange; Exchange Value
3
(
_____________
VERTICALNET, INC. – ANNEX I
Form of Opinion of General Counsel to be Delivered on the Closing Date
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT, dated as of July , 2003 (this Agreement), by and between VERTICALNET, INC. , a Pennsylvania corporation (the Company), and SPECTRA FINANCIAL GROUP, LLC, a Delaware limited liability company (the Holder).
W I T N E S S E T H:
WHEREAS, the
_____________
VERTICALNET, INC. – duly executed by their respective officers or other representatives thereunto duly authorized as of the date first set forth above and on the dates set forth below their respective signatures.
VERTICALNET, INC.
By:
Name: Gene S. Godick
Title: Executive Vice President and Chief Financial Officer
Address:
400 Chester Field Parkway
Malvern, Pennsylvania 19355
Facsimile No.: (610) 240- 9470
Date: July 22,
_____________
dt 1451168
;
|
Bankers Trust
As referenced in this Exchange Agreement:
Bankers Trust – dated as of September 27, 1999, between the Company and Deutsche Bank (as successor to Bankers Trust Company), a New York banking corporation, as Trustee, relating to the Companys 5 1/4%
dt 44289
;
Morgan Lewis
As referenced in this Exchange Agreement:
Morgan, Lewis – in Section 2(a) shall occur on the Closing Date at the Law Offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, Pennsylvania. At the closing, upon the terms
dt 32474
;
Spectra Financial Group, LLC
|
| Preview
Full Doc
| 2003 |
Exchange Agreement [Amended and Restated]
Exchange Agreement [Amended and Restated] (18K)
Doc #163929: Click preview link for longer preview.
restating in its entirety the Exchange Agreement, dated as of July 1, 2002 (the
"Old Exchange Agreement")) dated as of May 30, 2003 (this "Agreement") is made
and entered into by and between Seminis, Inc., a Delaware corporation
("Seminis"), and Savia, S.A. de C.V., a Mexican corporation ("Savia").
WHEREAS, Seminis and Savia have not completed the transactions
contemplated under the Old Exchange Agreement, and Seminis and Savia have agreed
to amend and restate the Old Exchange Agreement;
WHEREAS, on July 2, 2002, Savia (a) owned 12,018 shares of
Class C Redeemable PIK Preferred Stock, par value $.01 per share, of Seminis
(the "Class C Preferred Stock") with a liquidation value of $120,181,364 and (b)
had contributed to Seminis $46,695,372 of additional capital contributions,
including accrued in kind obligations thereon ( the "APIC");
WHEREAS, by resolution of the Board of Directors of Seminis,
on July 16, 2002, the APIC was determined to have the legal and economic rights
equivalent in all respects to the Class C Preferred Stock;
WHEREAS, in accordance with such resolution, on December 31,
2002, Seminis issued 4,669.5372 additional shares of Class C Preferred Stock
(the "Additional Shares") to evidence the interests previously reflected as
APIC;
WHEREAS, the interest accrued on the APIC between January 1,
2001 until December 31, 2002 has been treated as a cash obligation of Seminis
(the "Cash Obligation");
WHEREAS, Seminis has entered into an Agreement and Plan of
Merger by and among Seminis, Seminis Acquisition LLC and Seminis Merger Corp.
(the "Merger Agreement"), pursuant to which Seminis Merger Corp. will merge with
and into Seminis (the "Merger") with Seminis as the surviving corporation in the
Merger and in connection thereunder, Seminis desires to recapitalize (a) all of
the issued and outstanding shares of Class C Preferred Stock, (b) the accrued
and unpaid dividends on the Class C Preferred Stock through the date of the
Exchange (as defined below), other than $15,000,000 of such accrued and unpaid
dividends, to be paid by the Cash Payment (as defined below), (the "Dividends"),
and (c) the Cash Obligation;
WHEREAS, Savia has agreed, in connection with the Merger and
related transactions, to exchange all of the issued and outstanding shares of
Class C Preferred Stock, the Cash Obligation and the Dividends for 37,669,480
shares of Class A Common Stock, par value $.01 per share, of Seminis (the "Class
A Common Stock") and a payment equal to (i) $15,000,000 plus (ii) Interest from
July 1, 2002 until the date of payment minus (iii) $3,000,000 (the "Cash
Payment").
-1-
{PAGE}
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
163929
|
Chase Manhattan
As referenced in this Exchange Agreement [Amended and Restated]:
Chase Manhattan Bank) – under the Pledge and Security Agreement dated as
of June 27, 2001 between Savia and JP Morgan Chase Bank (formerly known as The
Chase Manhattan Bank) , as collateral agent (the "Pledge Agreement"). At or prior
to the Closing, Savia will provide to Seminis a copy of all documentation
_____________
dt 101862
;
Savia
As referenced in this Exchange Agreement [Amended and Restated]:
Savia, S – July 1, 2002 (the
"Old Exchange Agreement")) dated as of May 30, 2003 (this "Agreement") is made
and entered into by and between Seminis, Inc., a Delaware corporation
("Seminis"), and Savia, S .A. de C.V., a Mexican corporation ("Savia").
WHEREAS, Seminis and Savia have not completed the transactions
contemplated under the Old Exchange Agreement, and Seminis and Savia have agreed
_____________
Savia's – to Savia a
certificate or certificates representing the Seminis Shares, registered
in the name of Savia, and
(b) At the Closing, Savia will assign and transfer to
Seminis all of Savia's right, title and interest in and to 16,688
shares of Class C Preferred Stock, the Cash Obligation and the
Dividends by delivering to Seminis (i) a certificate or
_____________
SAVIA
S – delivery of the Seminis Shares.
2.02 Payment of Cash Payment. At the Closing, Seminis will
pay to Savia the Cash Payment.
-2-
{PAGE}
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SAVIA
S avia hereby represents and warrants to Seminis as follows:
3.01 Organization of Savia. Savia is a corporation duly
organized, validly existing and in good standing under the laws of
_____________
Savia. S – Seminis will
pay to Savia the Cash Payment.
-2-
{PAGE}
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SAVIA
Savia hereby represents and warrants to Seminis as follows:
3.01 Organization of Savia. S avia is a corporation duly
organized, validly existing and in good standing under the laws of the United
Mexican States. Savia has full corporate power and authority to execute and
_____________
Savia s – a copy of all documentation
evidencing the release of the 16,688 shares of Class C Preferred Stock from the
lien pursuant to the Pledge Agreement, and upon such release, Savia s hall have
the right to transfer the 16,688 shares of Class C Preferred Stock free and
clear of all liens. The delivery of a certificate or certificates at the
_____________
dt 1413717
;
Seminis
As referenced in this Exchange Agreement [Amended and Restated]:
Seminis, Inc. – entirety the Exchange Agreement, dated as of July 1, 2002 (the
"Old Exchange Agreement")) dated as of May 30, 2003 (this "Agreement") is made
and entered into by and between Seminis, Inc. , a Delaware corporation
("Seminis"), and Savia, S.A. de C.V., a Mexican corporation ("Savia").
WHEREAS, Seminis and Savia have not completed the transactions
contemplated under the Old Exchange
_____________
Seminis, Inc. – delivered by hand, upon receipt if sent by mail,
upon transmission with answerback confirmed if sent by telex or upon receipt if
sent by facsimile transmission.
If to Seminis, to:
Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030
Facsimile No.: 805-918-2553
Attn: Enrique Osorio
With copies to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York,
_____________
SEMINIS, INC. – duly authorized officer of each party hereto as of the date
first written above.
SAVIA, S.A. DE C.V.
/s/ Bernardo Jimenez
---------------------------------
Name: Bernardo Jimenez
Title: Attorney in Fact
SEMINIS, INC.
/s/ Gaspar Alvarez
---------------------------------
Name: Gaspar Alvarez
Title: VPWW Corporate Comptroller
/s/ Enrique Osorio
---------------------------------
Name: Enrique Osorio
Title: Treasurer Vice President
{/TEXT}
{/DOCUMENT}
_____________
dt 1316322
;
|
Seminis
As referenced in this Exchange Agreement [Amended and Restated]:
Seminis, Inc. – entirety the Exchange Agreement, dated as of July 1, 2002 (the
"Old Exchange Agreement")) dated as of May 30, 2003 (this "Agreement") is made
and entered into by and between Seminis, Inc. , a Delaware corporation
("Seminis"), and Savia, S.A. de C.V., a Mexican corporation ("Savia").
WHEREAS, Seminis and Savia have not completed the transactions
contemplated under the Old Exchange
_____________
Seminis, Inc. – delivered by hand, upon receipt if sent by mail,
upon transmission with answerback confirmed if sent by telex or upon receipt if
sent by facsimile transmission.
If to Seminis, to:
Seminis, Inc.
2700 Camino del Sol
Oxnard, California 93030
Facsimile No.: 805-918-2553
Attn: Enrique Osorio
With copies to:
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York,
_____________
SEMINIS, INC. – duly authorized officer of each party hereto as of the date
first written above.
SAVIA, S.A. DE C.V.
/s/ Bernardo Jimenez
---------------------------------
Name: Bernardo Jimenez
Title: Attorney in Fact
SEMINIS, INC.
/s/ Gaspar Alvarez
---------------------------------
Name: Gaspar Alvarez
Title: VPWW Corporate Comptroller
/s/ Enrique Osorio
---------------------------------
Name: Enrique Osorio
Title: Treasurer Vice President
{/TEXT}
{/DOCUMENT}
_____________
dt 1316359
;
Milbank Tweed
As referenced in this Exchange Agreement [Amended and Restated]:
Milbank, Tweed – Leon 66220
Mexico
-5-
{PAGE}
Facsimile No.: 011 528181735508
Attn: Francisco Garza
With copies to:
Milbank, Tweed , Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Facsimile No.:
dt 38325
;
More... |
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| 2000 |
Exchange Agreement
Exchange Agreement (39K)
Doc #302077: Click preview link for longer preview.
EXCHANGE AGREEMENT
This Exchange Agreement (this "Agreement") is made and entered into as
---------
of July 14, 2000, by and between Endo Pharma LLC, a limited liability company
formed under the laws of the State of Delaware (the "Company"), and each
-------
investor listed on the signature page hereto (the "Investor," and together with
--------
other investors, the . . .
302077
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Chase Manhattan
As referenced in this Exchange Agreement:
Chase Manhattan Bank, – 500 shares of Common Stock 500
Eaglestone Farm, Inc.
2199 Maysville Road
Carlisle, KY 40311
John McGillicuddy 500 shares of Common Stock 500
Chase Manhattan Bank, N.A.
270 Park Avenue
New York, NY 10017-2070
Frank T. Nickell I.R.A. 10,000 shares of Common Stock
_____________
dt 273412
;
Endo Pharma
As referenced in this Exchange Agreement:
Endo
-------------------------
Pharmaceuticals Holdings Inc – other investors, the "Investors").
---------
WHEREAS, each Investor owns the number of shares of (i) class A common
stock, par value $.01 per share (the "Endo Class A Common Stock"), of Endo
-------------------------
Pharmaceuticals Holdings Inc ., a Delaware corporation ("Endo Holdings"), or (ii)
-------------
common stock, par value $.01 per share (the "Endo Common Stock") of Endo
-----------------
Holdings, set forth on Annex A attached hereto (the "
_____________
dt 1338196
;
|
Fleet National
As referenced in this Exchange Agreement:
Fleet National Bank, – 1/88
By: Patricia Kelso, as Sole Trustee
/s/ William Marquard
-----------------------------------
WILLIAM MARQUARD
/s/ John McGillicuddy
-----------------------------------
JOHN MCGILLICUDDY
/s/ John E. Tinder
-----------------------------------
By: Fleet National Bank, Trustee
By: John E. Tinder
Vice President
{PAGE}
/s/ Michel Rapoport
------------------------------------
MICHEL RAPOPORT
/s/ David Roderick
------------------------------------
DAVID RODERICK
/s/ Dr. John Rutledge
_____________
dt 273079
;
Skadden
As referenced in this Exchange Agreement:
Skadden, Arps – 2. Closing.
-------
(a) Time and Place. The closing of the transactions contemplated by
--------------
this Agreement (the "Closing") shall be at the offices of Skadden, Arps , Slate,
-------
Meagher & Flom LLP, Four Times Square, New York, New York 10036-6522 at 10:00
a.m., New York, New York,
_____________
dt 277605
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