43 47 IN WITNESS WHEREOF Sample Clauses

43 47 IN WITNESS WHEREOF the County and the Borrower have caused this Agreement to be executed in their respective names by their manual signatures as of the date first above written. COUNTY OF LEXINGTON By: /s/ Bruce E. Rucker ---------------------- Bruce E. Rucker Council Chairman (SEAL) ATTEST: By: /s/ Dot Black ------------------------ Dot Black Clerk to Council AIR SOUTH, INC. By: /s/ Patrick O'Shea ------------------- Patrick O'Shea President (SEAL) ATTEST: By: /s/ Donald Baker ------------------------ Donald Baker, Secretary 48 EXHIBIT A Definitions The following terms as used in the Agreement and any certificate or document executed in connection therewith shall have the following meanings (or are defined elsewhere in this Agreement as indicated below) unless the context otherwise indicates:
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43 47 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed as of the day and year first above written. THE COASTAL CORPORATION By: -------------------------------------- Name: Title: Address for Notices: THE COASTAL CORPORATION Coastal Tower Nine Greenway Plaza Houston, TX 77046-0995 Attention: Chief Financial Officer Telephone: (713) 877-1400 The Bank of New York, as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the Securities By: -------------------------------------- Name: Title: Address for Notices: The Bank of New York 101 Barclay Street Floor 12 East New York, NY 10286 Attention: Corporate Trust Administration Telecopy: (212) 815-7157 48 The Chase Manhattan Bank, as Collateral Agent, Custodial Agent and as Securities Intermediary By: -------------------------------------- Name: Title: Address for Notices: o o o o Attention: Corporate Trust Administration Telecopy: o 49 EXHIBIT A INSTRUCTION FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT THE CHASE MANHATTAN BANK [ADDRESS] Attention: Re: FELINE PRIDES of The Coastal Corporation (the "Company") We hereby notify you in accordance with Section [4.1] [4.2] of the Pledge Agreement, dated as of ____________, 1999, (the "Pledge Agreement") among the Company, yourselves, as Collateral Agent, Custodial Agent and Securities Intermediary and ourselves, as Purchase Contract Agent and as attorney-in-fact for the holders of [Income PRIDES] [Growth PRIDES] from time to time, that the holder of the Securities listed below (the "Holder") has elected to substitute [$_____ aggregate principal amount of Treasury Securities] [$_______stated liquidation amount of Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] in exchange for an equal Value of [Pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] [Pledged Treasury Securities] held by you in accordance with the Pledge Agreement and has delivered to us a notice stating that the Holder has Transferred [Treasury Securities] [Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,] to you, as Collateral Agent. We hereby instruct you, upon receipt of such [Pledged Treasury Securities] [Pledged Debentures or the appropriate Applicable Ownership Interest of the Treasury Portfolio, as the case may be,], and upon the payment by such Holder of any applicable fees, to ...
43 47 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written. PHONETEL TECHNOLOGIES, INC. By:/s/ Peter G. Graf ----------------------------- Peter G. Graf Chairman and Chief Executive Officer INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION By:/s/ James W. Latimer ----------------------------- James W. Latimer Managing Director CERBERUS PARTNERS, L.P. By: Cerberus Associates, L.P., its general partner By:/s/ Stephen Feinberg ------------------------ Stephen Feinberg General Partner STEPHEN FEINBERG General Partner Cerberus Associates, L.P. General Partner Cerberus Partners Solely for purposes of Section 19(d): /s/ Peter G. Graf ---------------------------- Peter G. Graf -44- 48 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. SAID SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION, OR AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL TO THE HOLDER) AS TO AN EXEMPTION, FROM THE REGISTRATION PROVISIONS OF SAID ACT OR LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 15, 1996, BETWEEN PHONETEL TECHNOLOGIES, INC. (THE "COMPANY") AND INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION ("ING") AND CERBERUS PARTNERS, L.P. ("CERBERUS") AND A REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 15, 1996, AMONG THE COMPANY, ING AND CERBERUS, COPIES OF EACH OF WHICH ARE ON FILE AT THE MAIN OFFICE OF THE COMPANY. ANY SALE OR TRANSFER OF THE SECURITIES EVIDENCED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS OF THOSE AGREEMENTS AND ANY SALE OR TRANSFER OF SUCH SECURITIES IN VIOLATION OF SAID AGREEMENTS SHALL BE INVALID. No. 1 102,412 Warrants Warrant Certificate PHONETEL TECHNOLOGIES, INC. This Warrant Certificate certifies that INTERNATIONALE NEDERLANDEN (U.S.) CAPITAL CORPORATION, or registered assigns, is the registered holder of the number of Warrants (the "Warrants") set forth above to purchase shares of Series A Special Convertible Preferred Stock, par value $.20 per share (the "Series A Special Preferred Stock"), of PHONETEL TECHNOLOGIES, INC., an Ohio corporation (the "Company"). Each Warrant entitles the holder upon exercise to receive from the Company one fully paid and nonassessable share of Series A Special Preferred Stock (a "Warrant Share") at the ...
43 47 IN WITNESS WHEREOF this Agreement has been duly executed and delivered by the duly authorized officers of the parties as of the date first hereinabove written. ROCKWELL INTERNATIONAL CORPORATION By: ------------------------------------ Name: Title: NEW ROCKWELL COLLINS, INC. By: ------------------------------------ Name: Title: ROCKWELL SCIENTIFIC COMPANY LLC By: ------------------------------------ Name: Title: