ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. This Agreement, the Purchased Securities and the Related Agreements set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and supersede any prior written or oral understandings with respect thereto. This Agreement may be executed simultaneously in one or more counterparts thereof, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures sent by telecopy shall be deemed to constitute original signatures. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. This Agreement and the Related Agreements set forth the entire understanding of the parties hereto with respect to the subject matter hereof and thereof and supersede any prior written or oral understandings with respect thereto. This Agreement may be executed simultaneously in one or more counterparts thereof, each of which shall be deemed as original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. This Agreement, the Related Agreements and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties hereto with respect to its subject matter. This Agreement supersedes and renders null and void all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement or any amendment hereto may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. 48.1 This Agreement, and the Schedules hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and supersedes any prior written or oral understandings with respect thereto. This Agreement may be executed by facsimile and in one or more counterparts thereof, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof. If any provision of this Agreement is or will become illegal, unenforceable or invalid for any reason whatsoever, such illegal, unenforceable or invalid provisions will be severable from the remainder of this Agreement and will not affect the legality, enforceability or validity of the remaining provisions of this Agreement.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. This Agreement, and the Schedules hereto, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and supersedes any prior written or oral understandings with respect thereto. This Agreement may be executed by facsimile and in one or more counterparts thereof, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. This Agreement, the Related Agreements and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties hereto with respect to its subject matter. This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. Notwithstanding the foregoing, the provisions of the Intercreditor Agreements shall control with respect to subordination and exercise of remedies. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures by telecopy shall constitute originals. The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only, and do not constitute a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement. [The rest of this page is left blank intentionally.]
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. This Agreement, the Purchased Securities and the Related Agreements set forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby and supersede any prior written or oral understandings with respect thereto. This Agreement may be executed simultaneously in one or more counterparts thereof, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures sent by telecopy shall be deemed to constitute original signatures. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] Very truly yours, MGC COMMUNICATIONS, INC. By: Name: Title: Accepted and agreed to: PROVIDENCE EQUITY PARTNERS III L.P. By: Providence Equity Partners III L.L.C., its general partner By: Name: Title: J K & B CAPITAL III L.P. By: Name: Title: WIND POINT PARTNERS III, L.P. By: Name: Title: 37 38 [SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT] 38 39 SCHEDULE 2.1 LIST OF PURCHASERS Aggregate Purchase Number of Purchased Price of the Purchased Securities to be Securities Name and Address Purchased ---------------- --------- 1. Providence Equity 4,166,667 shares of Series $37,500,003 Partners III L.P. B Convertible Preferred Suite 900, Fleet Center Stock 50 Kxxxxxx Xxxxx Providence, RI 02903 2. JK&B Capital III L.P. 555,556 shares of Series B 205 X. Xxxxxxxx Xxxxxx Convertible Preferred Stock $5,000,004 Suitx 000 Xxxxxxx, XX 00000
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. (a) This Agreement, the Related Agreements and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties hereto with respect to its subject matter. This Agreement supersedes all prior agreements and understandings (whether oral or written) between the parties with respect to its subject matter.
(b) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(c) There are no third party beneficiaries of this Agreement.
(d) In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
(e) The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
(f) Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facility transmission shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. This Agreement, including all exhibits and other ancillary agreements hereto, contains the entire understanding of the parties hereto with respect to its subject matter. This Agreement supersedes all prior representations, agreements and understandings between the parties with respect to its subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The descriptive headings of sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement, and shall not affect in any way the meaning or interpretation of this Agreement.
ENTIRE AGREEMENT; COUNTERPARTS; SECTION HEADINGS. Other than as specifically provided for herein, this Agreement sets forth the entire understanding of the Parties hereto and supersedes any prior written or oral understandings with respect thereto, including, without limitation, the letter agreement between the Company and the Purchaser dated February 8, 2011. This Agreement may be executed by facsimile or other electronic means capable of reproducing a printed copy and in one or more counterparts thereof, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.
