IXXXXXXXXXXX. XxXxxx Xxxxxxxxxxx, x Xxxxxxxx xxxxxxxxion (the "Company"), and the sexxxxx stockholders named in Schedule B hereto (the "Selling Stockholders"), propose to sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the "Underwriters," or, each, an "Underwriter"), an aggregate of 2,825,000 shares of Common Stock, $.01 par value per share (the "Common Stock"), of the Company. The aggregate of 2,825,000 shares so proposed to be sold is hereinafter referred to as the "Firm Stock". The Company and the Selling Stockholders also propose to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 423,750 shares of Common Stock (the "Optional Stock"). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the "Stock". SG Cowen Securities Corporation ("SG Cowen"), Needham & Company, Inc. xxx Xxxxas Weisel Partners LLC are xxxxxx as rxxxxxxxtatives of the severax Xxxxrxxxxxxs and in such capacity are hereinafter referred to as the "Representatives."
IXXXXXXXXXXX. To encourage the Director to remain a member of the Bank's Board of Directors, the Bank is willing to provide to the Director a deferred fee opportunity. The Bank will pay the benefits from its general assets.
IXXXXXXXXXXX. XxxXxxx Xxxxxxxxx XX Xxxx., a Delaware corporation (the "Issuer"), has agreed, subject to the terms and conditions stated herein, to issue and sell to the several initial purchasers named in Schedule A hereto (the "Purchasers") U.S.$50,000,000 principal amount of the Issuer's 12 1/2% Guaranteed Senior Secured Notes Due 2004 (the "Offered Securities"). The Offered Securities will be unconditionally guaranteed on a senior basis (the "Guarantee") by WinStar Communications, Inc., a Delaware corporation (the "Guarantor"). The Offered Securities are being issued under an indenture, dated as of August 1, 1997 (the "Indenture"), between the Issuer, the Guarantor, and United States Trust Company of New York, as Trustee. The United States Securities Act of 1933 is herein referred to as the "Securities Act." As provided in Section 5(a) of this Agreement, the Issuer and the Guarantor have agreed to prepare and deliver to the Purchasers an offering circular relating to the Offered Securities being purchased by the Purchasers for use by the Purchasers in connection with the resale of the Offered Securities. Such offering circular is herein referred to as the "Offering Document". The Issuer and the Guarantor hereby agree with the several Purchasers as follows:
IXXXXXXXXXXX. Employee is employed by Omega; and Omega desires to provide Employee with incentives to remain available for employment in Ann Arbor through January 31, 2002, subject to the terms and conditixxx contained herein below.
IXXXXXXXXXXX. (X) XXX (XX) and UBSN entered into a Distribution Agreement on 9 October 1998 (the "Original Agreement"), whereby UBI (UK) appointed UBSN, inter alia, as its exclusive distributor of Kingfisher Products in the Territory.
IXXXXXXXXXXX. Indemnitee is a director of the Company. The parties desire that the Company provide indemnification (including advancement of expenses) to Indemnitee against any and all liabilities asserted against Indemnitee to the fullest extent permitted by the Delaware General Corporation Law and any other law (including statutory law and law established by judicial decision) of the State of Delaware (collectively, "Law"), as the Law presently exists and may be expanded from time to time. Based on such premise, and for certain good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
IXXXXXXXXXXX. To encourage the Director to remain a member of the Company's Board of Directors, the Company is willing to provide retirement benefits to the Director. The Company will pay the benefits from its general assets.
