CORNING INCORPORATED Sample Clauses

CORNING INCORPORATED. By: -------------------------- Name: Title: Agreed and accepted as of the date first written above: CCPC ACQUISITION CORP.

CORNING INCORPORATED a New York corporation ("Corning"), represents and warrants to, and agrees with, each of the Underwriters that: (i) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to the Registration Statement and any amendment thereto and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the forward looking statements made therein were made by the Company with a reasonable basis and in good faith; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter through ▇.▇. ▇▇▇▇▇▇ Securities Inc. expressly for use therein; (ii) The consummation of the Distributions, the issue and sale of the Securities by the Company and the compliance by Corning with all of the provisions of the Intercompany Agreements and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, sale/leaseback agreement, loan agreement or other similar financing agreement or instrument or other agreement or instrument to which Corning or any of its subsidiaries is a party or by which Corning or any of its subsidiaries is bound or to which any of the property or assets of Corning or any of its subsidiaries is subject, except such breaches or violations as would not, individually or in the aggregate, have a material adverse effect on the financial position, results of operations, cash flows or stockholders' equity of Corning and its subsidiaries, taken as a whole (a "Corning Material Adverse Effect"), nor will such action result in any violation of the provisions of the Certificate of Incorporation, as amended, or By-laws of Corning or any statute or any order, rule or regulation of any court or governmental agency or body having jurisd...

CORNING INCORPORATED. By: ----------------------------------------- Name: Title: ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ -------------------------- ▇▇ the ____ day of November, 2000, before me personally came ______________, to me known, who, being by me duly sworn, did depose and say that he is ____________________ of CORNING INCORPORATED, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board Directors of said corporation, and that he signed his name thereto by like authority. -------------------- Notary -▇▇- ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ BANK By: ----------------------------------------- Name: Title: ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ the ____ day of November, 2000, before me personally came ______________, to me known, who, being by me duly sworn, did depose and say that such person is an authorized officer of THE CHASE MANHATTAN BANK, one of the entities described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board Directors of said corporation, and that such person signed his or her name thereto by like authority. -------------------- Notary ANNEX A THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. GLOBAL SECURITY FORM OF ZERO COUPON CONVERTIBLE DEBENTURES DUE NOVEMBER 8, 2015 CORNING INCORPORATED Issue Date: November 8, 2000 Maturity: November 8, 2015 Principal Amount: $ CUSIP: ▇▇▇▇▇▇▇▇▇ Original Issue Discount: $258.077 Issue Price: $741.923 (per $1,000 Principal Amount) (per $1,000 Principal Amount) Registered: No. R- Unless this certificate is presented by an authorized representative of The Depository Trust Company (55 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representa...

CORNING INCORPORATED. By: --------------------------------------- Name: Title: Accepted as of the date hereof: [Name of Representative] By: ________________________________ Exhibit 1.01 ANNEX I PRICING AGREEMENT [Representatives] As Representatives of the several Underwriters named in Schedule I hereto c/o [address] --------------------------, ------- Dear Sirs: Corning Incorporated, a New York corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated _________________, 1999 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty that refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement inco...

CORNING INCORPORATED a corporation duly organized and existing under the laws of the State of New York (herein called the "Company", which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to ..........................................., or registered assigns, the principal sum of ....................................

CORNING INCORPORATED. By: /s/ ▇▇▇▇▇ ▇. Flaws ------------------------------- Name: ▇▇▇▇▇ ▇. Flaws Title: Senior Vice President, Chief Financial Officer and Treasurer RIESLING ACQUISITION CORPORATION By: /s/ A. ▇▇▇▇ ▇▇▇▇, Jr. ------------------------------- Name: A. ▇▇▇▇ ▇▇▇▇, Jr. Title: Vice President OAK INDUSTRIES INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ------------------------------- Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer EXHIBIT 6.07(a) FORM OF AFFILIATE LETTER FOR AFFILIATES OF THE COMPANY [ ] [ ], 1999 [PARENT] [ ] [ ] Ladies and Gentlemen: I have been advised that as of the date of this letter I may be deemed to be an "affiliate" of [the Company], a Delaware corporation (the "Company"), as the term "affiliate" is (i) defined for purposes of paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and/or (ii) used in and for purposes of Accounting Series Releases 130 and 135, as amended, of the Commission. Pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of November [ ], 1999 (the "Merger Agreement") among [Parent], a Delaware corporation ("Parent"), [Merger Sub], a Delaware corporation ("Merger Sub"), and the Company, Merger Sub will be merged with and into the Company (the "Merger"). Capitalized terms used in this letter agreement without definition shall have the meanings assigned to them in the Merger Agreement. As a result of the Merger, I may receive common shares, par value $[0.01] per share, of Parent (the "Parent Shares"). I would receive such Parent Shares in exchange for shares owned by me of common stock, par value $0.01 per share, of the Company (the "Company Shares").

CORNING INCORPORATED. By ____________________________ Attest: ................................... THE CHASE MANHATTAN BANK By................................... Attest: ................................... -▇▇- ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ) ) ss.: COUNTY OF NEW YORK )

CORNING INCORPORATED. 1 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

CORNING INCORPORATED. By: ------------------------------------------