Broadwing Corp Sample Contracts

AMONG
Merger Agreement • February 1st, 2002 • Corvis Corp • Telephone & telegraph apparatus • Delaware
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EXHIBIT 10.1 ================================================================== ============== AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • June 16th, 2000 • Corvis Corp • Telephone & telegraph apparatus • California
Execution Counterpart AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • June 16th, 2000 • Corvis Corp • Telephone & telegraph apparatus • Delaware
Exhibit 1.1 27,500,000 SHARES OF CORVIS CORPORATION COMMON STOCK UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • July 25th, 2000 • Corvis Corp • Telephone & telegraph apparatus • New York
STOCKHOLDERS AGREEMENT
Stockholders Agreement • February 12th, 2002 • Corvis Corp • Telephone & telegraph apparatus • Delaware
Exhibit 10.13 AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS by and between the Sellers party hereto
Purchase and Sale Agreement • March 25th, 2003 • Corvis Corp • Telephone & telegraph apparatus • New York
AMONG
Merger Agreement • March 8th, 2004 • Corvis Corp • Telephone & telegraph apparatus • Delaware
January 4, 2002
Employment Agreement • March 25th, 2003 • Corvis Corp • Telephone & telegraph apparatus • Maryland
Amendment No. 1 to
Procurement Agreement • April 24th, 2002 • Corvis Corp • Telephone & telegraph apparatus
July 22, 1999
Employment Agreement • May 4th, 2000 • Corvis Corp • Maryland
BETWEEN
Procurement Agreement • July 27th, 2000 • Corvis Corp • Telephone & telegraph apparatus • New York
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • April 7th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • Texas

THIS AGREEMENT (“Agreement”), dated as of April 6, 2006 (“Effective Date”), is between Broadwing Corporation, a Delaware corporation, on behalf of itself, its affiliates, subsidiaries, successors and assigns (collectively “Broadwing”), and Scott Widham (“Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 11th, 2004 • Corvis Corp • Telephone & telegraph apparatus • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 9, 2004, by and among Corvis Corporation, a Delaware corporation, with headquarters located at 7015 Albert Einstein Drive, Columbia, Maryland 21046 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (each, a “Buyer” and collectively, the “Buyers”).

AGREEMENT AND PLAN OF MERGER
Merger Agreement • November 28th, 2006 • Broadwing Corp • Telephone communications (no radiotelephone) • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 16, 2006 (this “Agreement”), and amended as of November 21, 2006, among LEVEL 3 COMMUNICATIONS, INC., a Delaware corporation (“Parent”), LEVEL 3 SERVICES, LLC, a Delaware limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub”), LEVEL 3 COLORADO, INC., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Sister Subsidiary”), and BROADWING CORPORATION, a DELAWARE corporation (the “Company”).

BROADWING CORPORATION RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • April 5th, 2005 • Broadwing Corp • Telephone & telegraph apparatus

THIS AGREEMENT (the “Agreement”), dated as of the day of , 200 (the “Effective Date”) and entered into by and between Broadwing Corporation (formally known as Corvis Corporation; the “Company”) and , a member of the Company Board of Directors (the “Participant”).

PURCHASE AGREEMENT
Purchase Agreement • March 24th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • New York

The selling stockholders may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 11th, 2004 • Corvis Corp • Telephone & telegraph apparatus • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 9, 2004 by and among Corvis Corporation, a Delaware corporation, with headquarters located at 7015 Albert Einstein Drive, Columbia, Maryland 21046 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 31st, 2006 • Broadwing Corp • Telephone & telegraph apparatus • Texas

THIS AGREEMENT (“Agreement”), dated as of July 25, 2006 (“Effective Date”), is between Broadwing Corporation, a Delaware corporation, on behalf of itself, its affiliates, subsidiaries, successors and assigns (collectively “Broadwing”), and Stephen E. Courter (“Executive”).

VOTING AGREEMENT
Voting Agreement • June 11th, 2004 • Corvis Corp • Telephone & telegraph apparatus • Delaware

This VOTING AGREEMENT (the “Agreement”) is made by and between the undersigned signatory hereto (the “Stockholder”) and Corvis Corporation, a Delaware corporation (“Corvis”) as of the date set forth below.

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BROADWING CORPORATION
Purchase Agreement • May 18th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • New York

Introductory. Broadwing Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to Jefferies & Co., Inc. (“Jefferies”) and CIBC World Markets Corp. (“CIBC” and, together with Jefferies, the “Initial Purchasers”), severally and not jointly $150,000,000 aggregate principal amount of the Company’s 3.125% Convertible Senior Debentures due 2026 (the “Firm Debentures”). In addition, the Company has granted to the several Initial Purchasers an option to purchase up to $30,000,000 aggregate principal amount of the Company’s 3.125% Convertible Senior Debentures due 2026 (the “Option Debentures”), as provided in Section 2. The Firm Debentures and, if and to the extent such option is exercised, the Option Debentures are collectively called the “Debentures.” The Debentures will be unconditionally guaranteed as to the payment of principal, interest, liquidated damages, if any (the “Guarantees”) by each of the Company’s existing domestic subsidiaries listed on Schedule I here

CORVIS CORPORATION ADDITIONAL INVESTMENT RIGHT
Securities Agreement • September 2nd, 2003 • Corvis Corp • Telephone & telegraph apparatus

Corvis Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value received, [NAME OF HOLDER] or its registered assigns (the “Holder”) is entitled to purchase from the Company up to a total of [NUMBER OF SHARES] shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share as adjusted from time to time as provided in Section 9, an “Investment Right Share” and all such shares, the “Investment Right Shares”) at an exercise price equal to $1.30 (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from and after the earlier of (such earlier date being referred to herein as the “Trigger Date”) (i) the date that is 90 days after the Closing Date and (ii) the date the Registration Statement is first declared effective (the “Effective Date”), through and including the 60th Trading Day following the Effective Date (the “Expiration Date”), subject to the terms and cond

Broadwing Corporation Registration Rights Agreement
Registration Rights Agreement • May 18th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • New York

Broadwing Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 3.125% Convertible Senior Debentures due 2026 (the “Securities”). The Securities will be guaranteed (the “Guarantees”) by the domestic subsidiaries of the Company party hereto. As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantors agree with the Initial Purchasers for the benefit of Holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

RELEASE AND SEVERANCE AGREEMENT
Release and Severance Agreement • February 1st, 2006 • Broadwing Corp • Telephone & telegraph apparatus • Maryland

This RELEASE AND SEVERANCE AGREEMENT (“Agreement”) is made and entered into by and between Broadwing Corporation (“the Company”) and David R. Huber (“Dr. Huber”) on this 31st day of January 2006 (the “Effective Date”).

FIRST SUPPLEMENTAL INDENTURE Dated as of January 3, 2007
First Supplemental Indenture • January 8th, 2007 • Broadwing Corp • Telephone communications (no radiotelephone) • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 3, 2007, by and among Broadwing Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”), Level 3 Communications, Inc., a Delaware corporation (“Parent Guarantor”), and The Bank of New York Trust Company, National Association (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 2nd, 2003 • Corvis Corp • Telephone & telegraph apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 28, 2003 between Corvis Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

BROADWING CORPORATION
Second Supplemental Indenture • January 8th, 2007 • Broadwing Corp • Telephone communications (no radiotelephone) • New York

THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 3, 2007, by and among Broadwing Corporation, a Delaware corporation (the “Company”), the guarantors party hereto (the “Guarantors”), Level 3 Communications, Inc., a Delaware corporation (“Parent Guarantor”), Level 3 Colorado, Inc., a Delaware corporation (“Sister Subsidiary”), and The Bank of New York Trust Company, National Association (as successor in interest to J.P. Morgan Trust Company, National Association), as Trustee (the “Trustee”).

FORM OF VOTING AGREEMENT
Voting Agreement • February 11th, 2004 • Corvis Corp • Telephone & telegraph apparatus • Delaware

VOTING AGREEMENT, dated as of February [11], 2004 (this “Agreement”), by and among Corvis Corporation, a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto under the heading “Stockholders” (each, a “Stockholder”, and collectively, the “Stockholders”).

Contract
Stock Purchase Warrant • February 12th, 2004 • Corvis Corp • Telephone & telegraph apparatus • Delaware

THIS WARRANT WAS ORIGINALLY ISSUED ON NOVEMBER 20, 2003, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE TRANSFER OF THIS WARRANT IS SUBJECT TO THE CONDITIONS SPECIFIED IN SECTION 2 HEREOF AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THIS WARRANT UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER

FORM OF EXECUTIVE SEVERANCE AND NONCOMPETITION AGREEMENT
Executive Severance and Noncompetition Agreement • May 11th, 2005 • Broadwing Corp • Telephone & telegraph apparatus • Texas

THIS AGREEMENT (“Agreement”), dated as of May 10, 2005 (“Effective Date”), is between Broadwing Corporation, a Delaware corporation, on behalf of itself, its affiliates, subsidiaries, successors and assigns (collectively “Broadwing” or the “Company”), and FIRST NAME LAST NAME (“Executive”). The terms used in this Agreement and not otherwise defined herein have the meanings assigned to such terms in the attached Exhibit A.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 12th, 2004 • Corvis Corp • Telephone & telegraph apparatus • New York

THIS REGISTRATION RIGHTS AGREEMENT (as amended, supplemented or otherwise modified in accordance with the terms herein, this “Agreement”) is made as of November 20, 2003 by and among Corvis Corporation, a Delaware corporation (the “Company”), and Cequel III, LLC, a Delaware limited liability company (“Cequel”).

BROADWING CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 3.125% CONVERTIBLE SENIOR DEBENTURES DUE 2026
Indenture • May 18th, 2006 • Broadwing Corp • Telephone & telegraph apparatus • New York

INDENTURE dated as of May 16, 2006 among Broadwing Corporation, a Delaware corporation, the Guarantors (as defined) and J.P. Morgan Trust Company, National Association, as Trustee.

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