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Subscribers | 2004 |
Dealer-Manager Agreement
Dealer-Manager Agreement (64K)
Doc #463006: Click preview link for longer preview.
DEALER-MANAGER AGREEMENT
COMVERSE TECHNOLOGY, INC.
December [ ], 2004
LEHMAN BROTHERS INC.
745 Seventh Avenue, 3rd Floor
New York, New York 10019
Ladies and Gentlemen:
1. The Exchange Offer. Comverse Technology, Inc., a New York corporation (the �Company�), intends to offer to exchange (together with any amendments and extensions thereof, the �Exchange Offer�) its new Zero Yield Puttable Securities due 2023 (the �New Securities�) for any and all of its outstanding Zero Yield Puttable Securities due 2023 (the . . .
463006
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Comverse Tech
As referenced in this Dealer-Manager Agreement:
COMVERSE TECHNOLOGY, INC –
Form of Dealer Manager Agreement
EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT
Exhibit 1.1
DEALER-MANAGER AGREEMENT
COMVERSE TECHNOLOGY, INC .
December [ ], 2004
LEHMAN BROTHERS INC.
745 Seventh Avenue, 3rd Floor
New York, New York 10019
Ladies and Gentlemen:
1. The Exchange Offer. Comverse Technology, Inc., a New York corporation (
_____________
Comverse Technology, Inc – 1.1
DEALER-MANAGER AGREEMENT
COMVERSE TECHNOLOGY, INC.
December [ ], 2004
LEHMAN BROTHERS INC.
745 Seventh Avenue, 3rd Floor
New York, New York 10019
Ladies and Gentlemen:
1. The Exchange Offer. Comverse Technology, Inc ., a New York corporation (the Company), intends to offer to exchange (together with any amendments and extensions thereof, the Exchange Offer) its new Zero Yield Puttable Securities due 2023 (
_____________
Comverse Technology, Inc – amp; Hamilton
One Liberty Plaza
New York, New York 10006
Attention: David Lopez and David I. Gottlieb
Facsimile: (212) 225-2000
Telephone: (212) 225-3999
(b)
if to the Company:
Comverse Technology, Inc .
170 Crossways Park Drive
Woodbury, New York 11797
Attention: Paul L. Robinson
Facsimile: (516) 677-7355
Telephone: (516) 677-7200
with a copy to:
Shearman & Sterling LLP
599
_____________
COMVERSE TECHNOLOGY, INC – and returning to us a copy of this letter so signed, whereupon this letter and your acceptance shall constitute a valid and legally binding agreement between us.
Very truly yours,
COMVERSE TECHNOLOGY, INC .
By:
Name:
Title:
Accepted and agreed as of the date
first above written:
LEHMAN BROTHERS INC.
By:
Authorized Representative
20
_____________
dt 1502927
;
Verint Systems
As referenced in this Dealer-Manager Agreement:
Verint Systems Inc. – generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(d) Each of Comverse, Inc. and Verint Systems Inc. (each a Subsidiary and, collectively, the Subsidiaries) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its organization, has all
_____________
dt 1548232
;
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 Lehman Brothers
As referenced in this Dealer-Manager Agreement:
LEHMAN BROTHERS INC –
Form of Dealer Manager Agreement
EX-1.1 2 dex11.htm FORM OF DEALER MANAGER AGREEMENT
Exhibit 1.1
DEALER-MANAGER AGREEMENT
COMVERSE TECHNOLOGY, INC.
December [ ], 2004
LEHMAN BROTHERS INC .
745 Seventh Avenue, 3rd Floor
New York, New York 10019
Ladies and Gentlemen:
1. The Exchange Offer. Comverse Technology, Inc., a New York corporation (the Company), intends to offer
_____________
Lehman Brothers Inc – thereto made in accordance with the terms of this agreement (this Agreement), are collectively referred to as the Exchange Offer Materials.
2. Appointment as Dealer-Manager. The Company hereby appoints Lehman Brothers Inc . (Lehman Brothers) as sole dealer-manager in connection with the Exchange Offer (in such capacity, the Dealer-Manager), and the Company hereby authorizes Lehman Brothers to act as such
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Lehman Brothers Inc – by facsimile with immediate telephonic confirmation or (c) sent by registered or certified mail, return receipt requested, postage prepaid, to the parties hereto as follows:
(a)
if to Lehman Brothers:
Lehman Brothers Inc .
745 Seventh Avenue, 3rd Floor
New York, New York 10019
Attention: [Leonard G. Rosen]
Facsimile: (212) 526-[7596]
Telephone: (212) 526-7000
17
with a copy to:
Cleary, Gottlieb,
_____________
LEHMAN BROTHERS INC – acceptance shall constitute a valid and legally binding agreement between us.
Very truly yours,
COMVERSE TECHNOLOGY, INC.
By:
Name:
Title:
Accepted and agreed as of the date
first above written:
LEHMAN BROTHERS INC .
By:
Authorized Representative
20
_____________
dt 1511878
;
 Cleary Gottlieb
As referenced in this Dealer-Manager Agreement:
Cleary, Gottlieb – the Company, substantially in the form attached hereto as Schedule II.
11
(d) On the Commencement Date and the Exchange Date, the Dealer-Manager shall have received an opinion of Cleary, Gottlieb , Steen & Hamilton, counsel to the Dealer-Manager, addressed to the Dealer-Manager, in form and substance satisfactory to the Dealer-Manager.
(e) On the Commencement Date, the Exchange
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Cleary, Gottlieb – Lehman Brothers Inc.
745 Seventh Avenue, 3rd Floor
New York, New York 10019
Attention: [Leonard G. Rosen]
Facsimile: (212) 526-[7596]
Telephone: (212) 526-7000
17
with a copy to:
Cleary, Gottlieb , Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Attention: David Lopez and David I. Gottlieb
Facsimile: (212) 225-2000
Telephone: (212) 225-3999
(b)
if to
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dt 1401699
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| Preview
Subscribers | 2004 |
Dealer Manager Agreement
Dealer Manager Agreement (44K)
Doc #1607145: Click preview link for longer preview.
DEALER MANAGER AGREEMENT
March 3, 2004
Multiple Financial Services, Inc.
111 Pacifica, Suite 250
Irvine, California 92618
Ladies and Gentlemen:
This Dealer Manager Agreement (this "Agreement") will confirm the
understanding among OBSIDIAN ENTERPRISES, INC., a Delaware corporation (the
"Company") and MULTIPLE FINANCIAL SERVICES, INC. ("MFS" or the "Dealer
Manager"), pursuant to which the Company has retained MFS to act as the dealer
manager and solicitation agent, on the terms and subject . . .
1607145
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Net Perceptions
As referenced in this Dealer Manager Agreement:
Net
Perceptions, Inc. – offer (the "Exchange
Offer") pursuant to which the Company has offered to exchange all of the issued
and outstanding shares of common stock, par value $0.0001 per share of Net
Perceptions, Inc. (the "Net Perceptions Shares").
The holders of Net Perceptions Shares are hereinafter referred to as the
"Net Perceptions Shareholders."
Section 1. Engagement. Subject to the terms and conditions set
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dt 1511090
;
Net Perceptions
As referenced in this Dealer Manager Agreement:
Net
Perceptions, Inc. – offer (the "Exchange
Offer") pursuant to which the Company has offered to exchange all of the issued
and outstanding shares of common stock, par value $0.0001 per share of Net
Perceptions, Inc. (the "Net Perceptions Shares").
The holders of Net Perceptions Shares are hereinafter referred to as the
"Net Perceptions Shareholders."
Section 1. Engagement. Subject to the terms and conditions set
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dt 1511120
;
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Barnes
As referenced in this Dealer Manager Agreement:
Barnes & Thornburg – when
received:
If to the Company:
Obsidian Enterprises, Inc.
111 Monument Circle, Suite 4800
Indianapolis, Indiana 46204
Attention: Timothy S. Durham, Chairman and Chief Executive Officer
with a copy to:
Barnes & Thornburg
11 South Meridian Street
Indianapolis, Indiana 46204
Attention: Stephen J. Dutton
If to the Dealer Manager:
Multiple Financial Services, Inc.
111 Pacifica, Suite 250
Irvine, California 92618
Section 11.
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dt 1475522
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