SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 24 contracts
Samples: Purchase Agreement (Gte North Inc), Purchase Agreement (Gte Florida Inc), Purchase Agreement (Verizon Maryland Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative Representatives, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 6 contracts
Samples: Purchase Agreement for Preferred Stock (Verizon Communications Inc), Purchase Agreement (Verizon Communications Inc), Purchase Agreement for Preferred Stock (Verizon Communications Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 6 contracts
Samples: Purchase Agreement (Verizon Communications Inc), Purchase Agreement (Verizon Communications Inc), Purchase Agreement for Preferred Stock (Verizon Communications Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company GTE for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company GTE shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative or the Company GTE shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company GTE shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company GTE for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company GTE for damages occasioned by such default.
Appears in 5 contracts
Samples: Purchase Agreement (Gte Corp), Purchase Agreement (Gte Corp), Purchase Agreement (Gte Corp)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative Representatives, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 4 contracts
Samples: Purchase Agreement for Debt Securities (Verizon Communications Inc), Purchase Agreement (Verizon Communications Inc), Purchase Agreement for Debt Securities (Verizon Communications Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. -8- XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York.
Appears in 2 contracts
Samples: Purchase Agreement (Gte Southwest Inc), Purchase Agreement (Gte South Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company Companies for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company Companies shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company Companies shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company Companies shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company Companies for the purchase or sale of any New Debenture Note under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company Companies for damages occasioned by such default.
Appears in 2 contracts
Samples: Purchase Agreement (Verizon Communications Inc), Purchase Agreement (Verizon Communications Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative Representative, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 2 contracts
Samples: Purchase Agreement for Preferred Stock (Verizon Communications Inc), Purchase Agreement (Verizon Communications Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 1 contract
Samples: Purchase Agreement for Debt Securities (Verizon Communications Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company GTE for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company GTE shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative or the Company GTE shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company GTE shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company GTE for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company GTE for damages occasioned by such default.. XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. EXHIBIT A WILLIAM P. BARR Senior Vice President & Generxx Xxxxxxx One Stamford Forum, Stamford, Connecticut 06904 , 199 and the several Purchasers listed in the Purchase Agreement dated , 199 among such Purchasers and GTE Corporation Re: GTE Corporation $ Dear Sirs: I have been requested by GTE Corporation a New York corporation (the "Corporation"), as its Senior Vice President and General Counsel to furnish you with my opinion pursuant to a Purchase Agreement dated , 199 (the "Agreement") between you and the Corporation, relating to the purchase and sale of $ ,000,000 aggregate principal amount of its (the "New Securities"). In this connection I have examined among other things:
Appears in 1 contract
Samples: Purchase Agreement (Gte Corp)
SUBSTITUTION OF PURCHASERS. The provisions in Article XII of the Standard Purchase Agreement Provisions shall be superseded and replaced in their entirety with the following: If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all nonany Notes remain unpurchased after such 24-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remainhour period, the Company shall have the right either to elect (i) to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, or (ii) within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase by one or more other parties (collectively, the “Substitute Purchaser”) of such New Debenturesunpurchased Notes such that all of the Notes originally scheduled to be purchased hereunder shall be purchased by the non-defaulting Purchasers and such Substitute Purchaser. In any either of such casescases described in the first and second sentences of this paragraph, either the Purchasers Purchasers, on the one hand, or the Representative or Company, on the Company other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable dateand in no event for longer than the maximum number of business days permitted by the applicable laws and regulations and/or the regulators (including, but not limited to, the TPEx Rules). If the Company shall not elect to so consummate the sale pursuant to clause (i) of the second sentence of this paragraph and any unpurchased New Debentures Notes remain for which no satisfactory substitute Substitute Purchaser is obtained in accordance with pursuant to clause (ii) of the above provisionssecond sentence of this paragraph, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.default.]13 ISSUER FREE WRITING PROSPECTUSES: Any Issuer General Use Free Writing Prospectus (as such term is defined in the Standard Purchase Agreement Provisions) relating to the offering of the Notes is identified in Schedule B attached hereto and any Issuer Limited Use Free Writing Prospectus (as such term is defined in the Standard Purchase Agreement Provisions) relating to the offering of the Notes is identified in Schedule C attached hereto. APPLICABLE TIME:
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. CA:8-K:17 Exhibit A LETTERHEAD OF XXXXXXX X. XXXXXX Vice President - General Counsel _____________, 199_ and the other Purchasers named in the Purchase Agreement dated ____________, 199_, between GTE California Incorporated and such Purchasers Re: GTE California Incorporated ___% Debentures, Series _, Due ____ Dear Sirs: I have been requested by GTE California Incorporated, a California corporation (the "Company"), as its Vice President- General Counsel to furnish you with my opinion pursuant to a Purchase Agreement dated ______, 199_ (the "Agreement") between you and the Company, relating to the purchase and sale of $___,000,000 aggregate principal amount of its ___% Debentures, Series _, Due ____ (the "New Debentures"). In this connection I have examined among other things:
(a) The Restated Certificate of Incorporation of the Company, as amended, and the By-laws of the Company, each as presently in effect;
(b) A copy of the Indenture dated as of December 1, 1993, as amended and supplemented by the First Supplemental Indenture dated as of April 15, 1996 (as amended and supplemented, the "Indenture"), between the Company and First Trust of California, National Association, as successor trustee to Bank of America National Trust and Savings Association (the "Trustee"), under which the New Debentures are being issued, and the resolution of the Board of Directors of the Company specifically authorizing the New Debentures, including the issuance and sale of the New Debentures (the "Board Resolution");
(c) The form of the New Debentures set forth in the Board Resolution;
(d) The records of the corporate proceedings of the Company relating to the authorization, execution and delivery of the Indenture;
(e) The records of the corporate proceedings of the Company relating to the authorization, execution and delivery of the Agreement;
(g) Statutes, permits and other documents relating to the Company's franchises;
(h) The records of proceedings and orders issued by the California Public Utility Commission authorizing the issuance and sale of the New Debentures; and
(i) The Registration Statement, the Prospectus and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents") . On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California, and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized by the Company, has been duly executed by the Company and the Trustee and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the California Public Utility Commission, and such authorization is in full force and effect and, except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions.
8. Registration Statement No. 33-51541 became effective on January 10, 1994 and Registration Statement No. 333-01001 became effective on February 22, 1996, and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, Xxxxxx & XxXxxx may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours,
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company Companies for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company Companies shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company Companies shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company Companies shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company Companies for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company Companies for damages occasioned by such default.
Appears in 1 contract
Samples: Purchase Agreement (Verizon Global Funding Corp /De/)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser or Purchasers shall not fail or refuse at the Closing Date (otherwise than for some reason sufficient to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) to purchase and pay for the New Debentures Bonds which it has or they have agreed to purchase hereunderas provided in paragraph 4 hereof (the "Defaulted Bonds"), and:
(a) if the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total aggregate principal amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall Defaulted Bonds does not exceed 10% of the total aggregate principal amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remainBonds, the Company remaining Purchasers (the "Non-Defaulting Purchasers") shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining orright, within the next succeeding a period of 24 hourshours thereafter, to make arrangements satisfactory for one or more of the Non-Defaulting Purchasers, or any other purchasers acceptable to the remaining Company, to purchase all, but not less than all, of the Defaulted Bonds in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, during such 24 hour period the Non-Defaulting Purchasers shall not have completed such arrangements for the purchase of all the Defaulted Bonds, then the Non-Defaulting Purchasers shall be obligated to purchase and pay for the Defaulted Bonds in proportion to their respective original purchase commitments hereunder (based upon the ratio that each of their respective original purchase commitments bears to the aggregate original purchase commitment of the Non-Defaulting Purchasers); or
(b) if the aggregate principal amount of the Defaulted Bonds exceeds 10% of the aggregate principal amount of the Bonds, the Non-Defaulting Purchasers shall have the right, within a period of 24 hours thereafter, to make arrangements for one or more of the Non-Defaulting Purchasers, or any other purchasers acceptable to the Company, to purchase the Defaulted Bonds in such New Debenturesprincipal amounts as may be agreed upon and upon the terms herein set forth; if, however, during such 24 hour period the Non-Defaulting Purchasers shall not have completed such arrangements for the purchase of all the Defaulted Bonds, then the Company may, within a further period of 24 hours, make arrangements with one or more other members of the National Association of Securities Dealers, Inc., satisfactory to the Non-Defaulting Purchasers, to purchase and pay for, upon the terms herein set forth, Defaulted Bonds for the purchase of which no arrangements shall have been made by the Non-Defaulting Purchasers. In the event that neither the Non-Defaulting Purchasers nor the Company has arranged for the purchase of the Defaulted Bonds as above provided, then this Contract shall terminate. In the event that the sale and delivery of all or any such casesprincipal amount of the Bonds shall be effected as provided in clause (a) or (b) above, (a) either the Purchasers Company or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven until the fifth business days to a mutually acceptable date. If day after the Closing Date originally specified in paragraph 6 hereof or such other time as the Company and the Representative (or the representative of the Non-Defaulting Purchasers and the substituted purchasers, if any, if the Representative shall be in default) shall agree, (b) the Company shall not elect to so consummate the sale promptly prepare and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance file with the above provisions, then Commission any amendments or supplements to the Prospectus which may thereby be made necessary and (c) the respective principal amounts of Bonds to be purchased by the Non-Defaulting Purchasers or substituted purchasers shall be taken as the basis of their respective purchase commitments hereunder. In the event that this Agreement Contract shall terminate without liability on as provided in clause (b) above, neither the part Company nor the Non-Defaulting Purchasers shall be under any obligation under this Contract except as otherwise provided in subparagraph (c) of any non-defaulting Purchaser paragraph 7 hereof No action taken by the Company or the Company for the purchase or sale of any New Debenture Non-Defaulting Purchasers under this Agreement. No provision in this paragraph 12 shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such defaultin respect of its default hereunder.
Appears in 1 contract
Samples: Bond Purchase Contract (Public Service Co of Colorado)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not defaults in its obligation to purchase the New Debentures principal amount of the Notes which it has agreed to purchase hereunderunder this Agreement, the remaining non-defaulting Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, be obligated to purchase under this Agreement shall be increased (in the respective proportions which the total principal amount of New Debentures which they have respectively agreed to purchase the Notes set forth opposite the name of each non-defaulting Purchaser in Schedule I hereto bears to the total principal amount of New Debentures the Notes less the principal amount of the Notes the defaulting Purchaser agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which all the defaulting Purchaser agreed but failed to purchase; except that the non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Purchaser or Purchasers agreed but failed to purchase exceeds 9.09% of the total principal amount of the New Debentures Notes, and any non-defaulting Purchasers shall not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule A to the Purchase AgreementI hereto. If any unpurchased New Debentures still remainthe foregoing maximums are exceeded, the Company non-defaulting Purchasers, and any other purchasers satisfactory to you who so agree, shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining orright, within the next succeeding 24 hoursbut shall not be obligated, to make arrangements purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Purchasers or the other purchasers satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall do not elect to so consummate purchase the sale and any unpurchased New Debentures remain for which no satisfactory substitute Notes that the defaulting Purchaser is obtained in accordance with the above provisionsor Purchasers agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company Company, except for the purchase or sale indemnity and contribution agreements of any New Debenture under the Company and the Purchasers contained in Section 6 hereof. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser pursuant to this Section 7. No provision in this paragraph Nothing contained herein shall relieve any a defaulting Purchaser of any liability it may have for damages caused by its default. If the non-defaulting Purchasers or the other purchasers satisfactory to you are obligated or agree to purchase the Notes of a defaulting Purchaser, either you or the Company may postpone the Closing Date for damages occasioned by such defaultup to seven full Business Days in order to effect any changes that may be necessary in the Offering Circular or in any other document or agreement.
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do soany Notes remain unpurchased after such 24-hour period, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remainremain after such 24-hour period and such increase, the Company shall have the right either to elect (i) to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, or (ii) within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase by one or more other parties (collectively, the “Substitute Purchaser”) of such New Debenturesunpurchased Notes such that all of the Notes originally scheduled to be purchased hereunder shall be purchased by the non-defaulting Purchasers and such Substitute Purchaser. In any such casescases described in the first, second and third sentences of this paragraph, either the Purchasers [or the Representative Representatives]67, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale pursuant to clause (i) of the third sentence of this paragraph and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with pursuant to clause (ii) of the above provisionsthird sentence of this paragraph, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. 62 Include if Notes will be C$ denominated. 63 Include if Notes will be C$ denominated. 64 Include if Notes will be C$ denominated. 65 Include if Notes will be C$ denominated. 66 Include if Notes will be C$ denominated. 67 Include if applicable.
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York.
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser or Purchasers shall not -------------------------- fail or refuse at the Closing Date (otherwise than for some reason sufficient to justify, in accordance with the provisions hereof, the cancellation or termination of its or their obligations hereunder) to purchase and pay for the New Debentures Notes which it has or they have agreed to purchase hereunderas provided in paragraph 4 hereof (the "Defaulted Notes"), and:
(a) if the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total aggregate principal amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall Defaulted Notes does not exceed 10% of the total aggregate principal amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remainNotes, the Company remaining Purchasers (the "Non-Defaulting Purchasers") shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining orright, within the next succeeding a period of 24 hourshours thereafter, to make arrangements satisfactory for one or more of the Non-Defaulting Purchasers, or any other purchasers acceptable to the remaining Company, to purchase all, but not less than all, of the Defaulted Notes in such principal amounts as may be agreed upon and upon the terms herein set forth; if, however, during such 24 hour period the Non-Defaulting Purchasers shall not have completed such arrangements for the purchase of all the Defaulted Notes, then the Non-Defaulting Purchasers shall be obligated to purchase and pay for the Defaulted Notes in proportion to their respective original purchase commitments hereunder (based upon the ratio that each of their respective original purchase commitments bears to the aggregate original purchase commitment of the Non-Defaulting Purchasers); or
(b) if the aggregate principal amount of the Defaulted Notes exceeds 10% of the aggregate principal amount of the Notes, the Non-Defaulting Purchasers shall have the right, within a period of 24 hours thereafter, to make arrangements for one or more of the Non-Defaulting Purchasers, or any other purchasers acceptable to the Company, to purchase the Defaulted Notes in such New Debenturesprincipal amounts as may be agreed upon and upon the terms herein set forth; if, however, during such 24 hour period the Non-Defaulting Purchasers shall not have completed such arrangements for the purchase of all the Defaulted Notes, then the Company may, within a further period of 24 hours, make arrangements with one or more other members of the National Association of Securities Dealers, Inc., satisfactory to the Non-Defaulting Purchasers, to purchase and pay for, upon the terms herein set forth, Defaulted Notes for the purchase of which no arrangements shall have been made by the Non-Defaulting Purchasers. In the event that neither the Non-Defaulting Purchasers nor the Company has arranged for the purchase of the Defaulted Notes as above provided, then this Contract shall terminate. In the event that the sale and delivery of all or any such casesprincipal amount of the Notes shall be effected as provided in clause (a) or (b) above, (a) either the Purchasers Company or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven until the fifth business days to a mutually acceptable date. If day after the Closing Date originally specified in paragraph 6 hereof or such other time as the Company and the Representative (or the representative of the Non-Defaulting Purchasers and the substituted purchasers, if any, if the Representative shall be in default) shall agree, (b) the Company shall not elect to so consummate the sale promptly prepare and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance file with the above provisions, then Commission any amendments or supplements to the Prospectus which may thereby be made necessary and (c) the respective principal amounts of Notes to be purchased by the Non- Defaulting Purchasers or substituted purchasers shall be taken as the basis of their respective purchase commitments hereunder. In the event that this Agreement Contract shall terminate without liability on as provided in clause (b) above, neither the part Company nor the Non-Defaulting Purchasers shall be under any obligation under this Contract except as otherwise provided in subparagraph (c) of any non-defaulting Purchaser paragraph 7 hereof No action taken by the Company or the Company for the purchase or sale of any New Debenture Non-Defaulting Purchasers under this Agreement. No provision in this paragraph 12 shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such defaultin respect of its default hereunder.
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative Representative, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 1 contract
Samples: Purchase Agreement for Debt Securities (Verizon Communications Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do soany Notes remain unpurchased after such 24-hour period, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remainremain after such 24-hour period and such increase, the Company shall have the right either to elect (i) to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, or (ii) within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase by one or more other parties (collectively, the “Substitute Purchaser”) of such New Debenturesunpurchased Notes such that all of the Notes originally scheduled to be purchased hereunder shall be purchased by the non-defaulting Purchasers and such Substitute Purchaser. In any such casescases described in the first, second and third sentences of this paragraph, either the Purchasers or the Representative Representatives, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale pursuant to clause (i) of the third sentence of this paragraph and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with pursuant to clause (ii) of the above provisionsthird sentence of this paragraph, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.this
Appears in 1 contract
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. 96N:S-3:31 Exhibit A LETTERHEAD OF XXXXXXX X. XXXXXX Vice President - General Counsel _____________, 199_ and the other Purchasers named in the Purchase Agreement dated _____, 199_, between GTE North Incorporated and such Purchasers Re: GTE North Incorporated ___% Debentures, Series _, Due ____ Dear Sirs: I have been requested by GTE North Incorporated, a Wisconsin corporation (the "Company"), as its Vice President - General Counsel to furnish you with my opinion pursuant to a Purchase Agreement dated ____, 199_ (the "Agreement") between you and the Company, relating to the purchase and sale of $___,000,000 aggregate principal amount of its ___% Debentures, Series _, Due ____ (the "New Debentures"). In this connection I have examined among other things:
(a) The Articles of Incorporation of the Company, as amended, and the By-laws of the Company, each as presently in effect;
(b) A copy of the Indenture dated as of January 1, 1994 (the "Indenture"), between the Company and The First National Bank of Chicago, as trustee (the "Trustee"), under which the New Debentures are being issued, and the resolution of the Board of Directors of the Company specifically authorizing the New Debentures, including the issuance and sale of the New Debentures (the "Board Resolution");
(c) The form of the New Debentures set forth in the Board Resolution;
(d) The records of the corporate proceedings of the Company relating to the authorization, execution and delivery of the Indenture;
(e) The records of the corporate proceedings of the Company relating to the authorization, execution and delivery of the Agreement;
(g) Statutes, permits and other documents relating to the Company's franchises;
(h) The records of proceedings and orders issued by the Illinois Commerce Commission, Indiana Utility Regulatory Commission, Michigan Public Service Commission, Public Utilities Commission of Ohio, Pennsylvania Public Utility Commission, and Public Service Commission of Wisconsin authorizing the issuance and sale of the New Debentures; and
(i) The Registration Statement, the Prospectus and all documents filed by the Company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated by reference in the Prospectus (the "Incorporated Documents"). On the basis of my examination of the foregoing and of such other documents and matters as I have deemed necessary as the basis for the opinions hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Wisconsin, is a duly licensed and qualified foreign corporation in good standing under the laws of the States of Illinois, Indiana, Michigan, Ohio, Pennsylvania and Texas, and has adequate corporate power to own and operate its properties and to carry on the business in which it is now engaged. There are no other states or jurisdictions in which the qualification or licensing of the Company as a foreign corporation is necessary where the failure to be qualified or licensed would have a material adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and delivered by the Company.
4. The Indenture is in proper form, has been duly authorized by the Company, has been duly executed by the Company and the Trustee and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights and the availability of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements concerning them in the Registration Statement and Prospectus and have been duly authorized and executed by the Company and (assuming due authentication and delivery thereof by the Trustee) have been duly issued for value by the Company and (subject to the qualifications set forth in paragraph 4 above) constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms and are entitled to the benefits afforded by the Indenture.
6. The issuance and sale of the New Debentures, as contemplated by the Agreement, have been duly authorized by the Illinois Commerce Commission, Indiana Utility Regulatory Commission, Michigan Public Service Commission, Public Utilities Commission of Ohio, Pennsylvania Public Utility Commission, and Public Service Commission of Wisconsin, such authorization is in full force and effect and, except as may be required by the securities or Blue Sky laws of certain jurisdictions, no other authorization, approval or consent of any governmental regulatory authority is required for the issuance and sale of the New Debentures.
7. The Company holds valid and subsisting franchises, licenses and permits adequate for the conduct of its business in the territory served by it, except for limited areas where the Company operates by sufferance, and none of the franchises, licenses or permits of the Company contain any unduly burdensome restrictions.
8. Registration Statement No. 333-_____ became effective on _______, 1996 and, to the best of my knowledge, no proceedings under Section 8 of the Act looking toward the possible issuance of a stop order with respect thereto are pending or threatened and the Registration Statement remains in effect on the date hereof. The Registration Statement and the Prospectus comply as to form in all material respects with the relevant provisions of the Act and of the Exchange Act as to documents incorporated by reference into said Registration Statement and the applicable rules and regulations of the Securities and Exchange Commission thereunder, except that I express no opinion as to the financial statements contained therein. The Prospectus is lawful for use for the purposes specified in the Act in connection with the offer for sale and sale of the New Debentures in the manner therein specified. I have no reason to believe that the Registration Statement or the Incorporated Documents, considered as a whole on the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus and the Incorporated Documents, considered as a whole on the date hereof, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without my prior written consent, this opinion may not be relied upon by any person or entity other than the addressee, quoted in whole or in part, or otherwise referred to in any report or document, or furnished to any other person or entity, except that Milbank, Tweed, Xxxxxx & XxXxxx may rely upon this opinion as if this opinion were separately addressed to them. Very truly yours, Xxxxxxx X. Xxxxxx, Esq. Vice President - General Counsel cc: Milbank, Tweed, Xxxxxx & XxXxxx 96N:S-3:34 Exhibit B MILBANK, TWEED, XXXXXX & XxXXXX 0 Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 __________, 199_ GTE NORTH INCORPORATED $___,000,000 __% Debentures, Series _, Due ____ and the other several Purchasers referred to in the Purchase Agreement dated ______, 199_ among such Purchasers and GTE North Incorporated Dear Sirs: We have been designated by GTE North Incorporated (the "Company") as counsel for the purchasers of $___,000,000 aggregate principal amount of its ___% Debentures, Series _, Due ____ (the "New Debentures"). Pursuant to such designation and the terms of a Purchase Agreement dated ________, relating to the New Debentures (the "Purchase Agreement"), entered into by you with the Company, we have acted as your counsel in connection with your several purchases this day from the Company of the New Debentures, which are issued under an Indenture dated as of January 1, 1994, (the "Indenture") between the Company and The First National Bank of Chicago, as trustee (the "Trustee"). We have reviewed originals, or copies certified to our satisfaction, of such corporate records of the Company, indentures, agreements and other instruments, certificates of public officials and of officers and representatives of the Company, and other documents, as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies, and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and statements contained in the Registration Statement hereinafter mentioned. In addition, we attended the closing held today at the offices of GTE Service Corporation, One Stamford Forum, Stamford, Connecticut, at which the Company caused the New Debentures to be delivered to your representatives at the Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, for your several accounts, against payment therefor. On the basis of the foregoing and having regard to legal considerations which we deem relevant, we are of the opinion that:
2. The Purchase Agreement has been duly authorized, executed and delivered by and on behalf of the Company.
3. The Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding agreement of the Company enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforceability of creditors' rights. The enforceability of the Indenture is subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), including without limitation (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (ii) concepts of materiality, reasonableness, good faith and fair dealing. The Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended.
4. The New Debentures have been duly authorized and conform as to legal matters in all substantial respects to the description thereof contained in the Registration Statement and Prospectus hereinafter mentioned. The New Debentures (assuming due execution thereof by the Company and due authentication and delivery by the Trustee) have been duly issued for value by the Company and (subject to the qualifications stated in paragraph 3 above) constitute legal, valid and binding obligations of the Company, and are entitled to the benefits afforded by the Indenture in accordance with the terms of the Indenture and of the New Debentures.
5. On the basis of information received by the Company from the Securities and Exchange Commission (the "Commission") Registration Statement No. 333- with respect to the New Debentures (the "Registration Statement"), filed with the Commission pursuant to the Securities Act of 1933, as amended (the "Act"), became effective under the Act on _______ 1996, and thereupon the Prospectus dated _________ as supplemented by the Prospectus Supplement dated ____________ (collectively, the "Prospectus") became lawful for use for the purposes specified in the Act, in connection with the offer for sale and sale of the New Debentures in the manner therein specified, subject to compliance with the provisions of securities or Blue Sky laws of certain States in connection with the offer for sale or sale of the New Debentures in such States. To the best of our knowledge, the Registration Statement remains in effect at this date.
6. The Registration Statement, as of its effective date, and the Prospectus, as of the date hereof, together with the documents incorporated by reference therein (the "Incorporated Documents") (except any financial statements or other financial data contained or incorporated by reference in the Registration Statement, the Prospectus or such Incorporated Documents, as to which no opinion is expressed) appear on their face to be appropriately responsive, in all material respects relevant to the offering of the New Debentures, to the requirements of the Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the applicable rules and regulations of the Commission thereunder.
Appears in 1 contract
Samples: Purchase Agreement (Gte North Inc)
SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.acceptable
Appears in 1 contract
