Deutsche Bank Securities Inc. With respect to any of the foregoing designations as to which the corresponding reference is "None," all defined terms and provisions in this Agreement relating solely to such designations shall be of no force or effect, and any calculations in this Agreement incorporating references to such designations shall be interpreted without reference to such designations and amounts. Defined terms and provisions in this Agreement relating to statistical rating agencies not designated above as Rating Agencies shall be of no force or effect.
Deutsche Bank Securities Inc. Lehmxx Xxxthers Inc...........................................
Deutsche Bank Securities Inc. Clearing Agreement. The Company and Deutsche Bank Securities Inc. shall have entered into the Clearing Agreement contemplated by the Asset Acquisition Agreement between the Company and Deutsche Bank Securities Inc. dated June 19, 2002, and substantially all of the conversions contemplated by such clearing agreement shall have occurred; provided, that, at the option of the Seller, this condition shall be deemed to be satisfied if the Purchase Price is reduced by the amount set forth in Section 8.02(i) of the Disclosure Schedule.
Deutsche Bank Securities Inc. Merrxxx Xxxch, Pierce, Fennxx & Xmitx Xxxorporated.................................... FleetBoston Robexxxxx Xxxpxxxx, Xxc................................................... Total............................................................................. 23,500,000 ==========
Deutsche Bank Securities Inc. Banc of America Securities LLC............... Xxxxxx Xxxxxxx & Co. Incorporated............ Bear, Xxxxxxx & Co. Inc......................
Deutsche Bank Securities Inc. FleetBoston Xxxxxxxxx Xxxxxxxx Inc..........
Deutsche Bank Securities Inc. Each party acknowledges and agrees that (i) Deutsche Bank Securities Inc. or another designated Affiliate of Party A (the “Designated Agent”) will act as agent for Party A in connection with certain Transactions when so specified in the Transaction Confirmation, provided, however, that notwithstanding such agency relationships, Party A shall remain as Party B’s direct counterparty under this Agreement and each Transaction; and (ii) the Designated Agent is acting solely as agent and shall have no liability for the performance of either party’s obligations under this Agreement or any Transaction, or for costs, expenses, damages or claims arising out of the failure of either party to perform any such obligation.
Deutsche Bank Securities Inc. Total................................... ========== EXHIBIT A [FORM OF LOCK-UP LETTER] March __, 2000 Xxxxxx Xxxxxxx & Co. Incorporated FleetBoston Xxxxxxxxx Xxxxxxxx Inc. Xxxxx Securities Inc. Deutsche Bank Securities Inc. c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") with Ventro Corporation, a Delaware corporation (the "Company"), providing for the public offering (the "Public Offering") by the several Underwriters, including Xxxxxx Xxxxxxx (the "Underwriters"), of shares (the "Shares") of the Common Stock, par value $0.0002 per share, of the Company (the "Common Stock"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement or (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering. In addition, the undersigned agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any sh...
Deutsche Bank Securities Inc. Total...................................... ---------------- EXHIBIT A November 18, 1998 Bear, Xxxxxxx & Co., Inc. Deutsche Bank Securities Inc. As Representatives of the Several Underwriters c/o Bear, Xxxxxxx & Co., Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Re: XXXX.xxx, Inc. (the "Company") ------------------------------ Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of Common Stock of the Company (Common Stock) or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to carry out a public offering of Common Stock (the Offering) for which you will act as the representatives (the Representatives) of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the foregoing, the undersigned hereby agrees that the undersigned will not, without the prior written consent of Bear, Xxxxxxx & Co., Inc. (which consent may be withheld in its sole discretion), directly or indirectly, sell, offer, contract or grant any option to sell (including without limitation any short sale) pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common Stock, options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable for or convertible into shares of Common Stock currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the undersigned, other than shares purchased by the undersigned in the Offering, or publicly announce the undersigned's intention to do any of the foregoing, for a period commencing on November 18, 1998 and continuing to a date 180 days after the first date any of the Common Stock to be sold in the Offering is released by you for sale to the public. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against th...
Deutsche Bank Securities Inc. X.X. Xxxxxx Securities Inc................................ [Names of other Underwriters]............................. ----------------------- ----------------------- Total................................................ 34,300,000 5,128,192 ----------------------- ----------------------- ----------------------- ----------------------- SCHEDULE II Number of Optional Shares to Be Total Number of Sold if Firm Shares Maximum Option Underwriter to Be Sold Exercised ----------- ----------------------- ----------------------- The Company............................................... 6,500,000 0 The Selling Stockholder................................... 27,800,000 5,128,192 ----------------------- ----------------------- Total................................................ 34,300,000 5,128,192 ----------------------- ----------------------- ----------------------- ----------------------- SCHEDULE III LOCKUP AGREEMENTS Packaging Corporation of America PCA Holdings LLC Madison Dearborn Partners, LLC Madison Dearborn Capital Partners III, L.P. Madison Dearborn Special Equity III, L.P. Special Advisors Fund I, LLC X.X. Xxxxxx Capital Corporation Sixty Wall Street Fund, L.P. BT Capital Investors, X.X. Xxxxxxxx Street Partners II Tenneco Inc. Tenneco Packaging Inc. Xxxx X. Xxxxxx Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxx Xxxx X. Xxxxxxx Xxxxxx X. Xxxxx Xxxx X. Xxxx Xxxxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx Xxxx X. Xxxxxx 1999 Dynastic Trust Each of the signatories to the Management Equity Agreement Among Packaging Corporation of America and each of the persons listed on the signature pages thereto, dated as of June 1, 1999. ANNEX I Pursuant to Section 7(f) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
