XX Xxxxx Securities Corporation. 1,540,000 Xxxxxxx, Xxxxx & Co. .............................. 560,000 Xxxxxxx Xxxxx Barney Inc. ......................... 560,000 Wachovia Securities, Inc. ......................... 560,000 Total.......................................... 14,000,000 ========== FORM OF LOCK-UP LETTER AGREEMENT XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION As Representatives of the several Underwriters c/x XXXXXX BROTHERS INC. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you and certain other firms propose to enter into an underwriting agreement (the "Underwriting Agreement") providing for the purchase by you and such other firms (collectively, the "Underwriters") of shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of L-3 Communications Holdings, Inc. (the "Company") and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable or exercisable for Common Stock owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 90 days after the date of the final Prospectus relating to the Offering, except in each case for transactions with any person other than the Company relating to shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock acquired in open market transactions after the completion of the Offering, and except for the sale by Xx. Xxxxx of up to an aggregate of 500,000 shares of Common Stock or the sale by Xx. XxXxxxx of up to an aggregate of 500,000 shares of Common Stock, in each case at any time and from time to time beginning on date of the Prospectus (as defined in the Underwriting Agreement). In furtherance of the foregoing, the Company and EquiServe Trust Company, N.A., as the transfer agent (the "Transfer Agent") are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned will be released from any obligations under this Lock-Up Letter Agreement. In addition, this Agreement shall lapse and become null and void if the Offering shall not have occurred on or before July 15, 2002. The Underwriters and/or the Company will immediately notify the undersigned if any Lock-Up Letter Agreement is modified, amended, waived or terminated in a manner so as to impose less stringent restrictions upon the person to which such Lock-Up Letter Agreement applies as well as the nature of any such modification, amendment, waiver or termination and this Lock-Up Letter Agreement shall be deemed to have been modified, amended, waived or terminated in the same manner as of the same effective date and time. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: ---------------------------------- Name: Title: Dated: ---------------------- EXHIBIT A FORM OF XXXXXXX XXXXXXX & XXXXXXXX OPINION June 28, 2002 XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION and the other Underwriters named in the Underwriting Agreement referred to below c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel to L-3 Communications Holdings, Inc., a Delaware corporation (the "Company"), in connection with the purchase by you of an aggregate of 14,000,000 shares of Common Stock, par value $.01 per share (the "Shares"), of the Company from the Company pursuant to the Underwriting Agreement dated June 24, 2002 among the Company, L-3 Communications Corporation, a Delaware corporation ("L-3 Communications"), Xxxxxx Brothers Inc. and the other several underwriters named therein (the "Underwriting Agreement"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Underwriting Agreement. We have examined the Registration Statement on Form S-3 (File No. 333-84826) filed by the Company, L-3 Communications and the additional registrants named therein under the Securities Act of 1933, as amended (the "Securities Act"), as it became effective under the Securities Act (the "Registration Statement") and the Company's prospectus dated June 20, 2002, as supplemented by the prospectus supplement dated June 24, 2002 (the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Securities Act, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company and L-3 Communications for the fiscal year ended December 31, 2001, as amended by the Company's and L-3 Communications' Annual Report on a Form 10-K/A-1 filed on June 19, 2002, the Current Reports on Form 8-K of the Company and L-3 Communications filed on March 22, 2002, April 24, 2002 and June 19, 2002 and the Quarterly Report on Form 10-Q of the Company and L-3 Communications for the quarter ended March 31, 2002 (each, an "Exchange Act Document" and collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have also examined a specimen certificate representing the Common Stock of the Company. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals or duplicates or certified or conformed copies of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company and L-3 Communications, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. Our opinion that the Registration Statement has been declared effective under the Securities Act is based on oral advice from the staff of the Commission. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:
Appears in 1 contract
Samples: L 3 Communications Corp
XX Xxxxx Securities Corporation. 1,540,000 XxxxxxxTotal.............. -------------- -------------- EXHIBIT A interWAVE Communications, Xxxxx & Co. .............................. 560,000 Inc. Public Offering of Common Stock ____________, 1999 Xxxxxxx Xxxxx Barney Inc. ......................... 560,000 Wachovia Securities, Inc. ......................... 560,000 Total.......................................... 14,000,000 ========== FORM OF LOCK-UP LETTER AGREEMENT XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED Banc of America Securities LLC XX XXXXX SECURITIES CORPORATION Xxxxx Securities Corporation As Representatives of the several Underwriters Underwriters, c/x XXXXXX BROTHERS INC. 000 o Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you and certain other firms propose to enter into an underwriting agreement (the "Underwriting Agreement") providing for the purchase by you and such other firms (collectively, the "Underwriters") of shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of L-3 Communications Holdings, Inc. (the "Company") and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable or exercisable for Common Stock owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 90 days after the date of the final Prospectus relating to the Offering, except in each case for transactions with any person other than the Company relating to shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock acquired in open market transactions after the completion of the Offering, and except for the sale by Xx. Xxxxx of up to an aggregate of 500,000 shares of Common Stock or the sale by Xx. XxXxxxx of up to an aggregate of 500,000 shares of Common Stock, in each case at any time and from time to time beginning on date of the Prospectus (as defined in the Underwriting Agreement). In furtherance of the foregoing, the Company and EquiServe Trust Company, N.A., as the transfer agent (the "Transfer Agent") are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned will be released from any obligations under this Lock-Up Letter Agreement. In addition, this Agreement shall lapse and become null and void if the Offering shall not have occurred on or before July 15, 2002. The Underwriters and/or the Company will immediately notify the undersigned if any Lock-Up Letter Agreement is modified, amended, waived or terminated in a manner so as to impose less stringent restrictions upon the person to which such Lock-Up Letter Agreement applies as well as the nature of any such modification, amendment, waiver or termination and this Lock-Up Letter Agreement shall be deemed to have been modified, amended, waived or terminated in the same manner as of the same effective date and time. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: ---------------------------------- Name: Title: Dated: ---------------------- EXHIBIT A FORM OF XXXXXXX XXXXXXX & XXXXXXXX OPINION June 28, 2002 XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION and the other Underwriters named in the Underwriting Agreement referred to below c/x Xxxxxx Brothers Barney Inc. 000 Xxxxxxx Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel This letter is being delivered to L-3 Communications Holdingsyou in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between interWAVE Communications, Inc., a Delaware Bermuda corporation (the "Company"), in connection with the purchase by and each of you as representatives of a group of Underwriters named therein, relating to an aggregate of 14,000,000 shares underwritten public offering of Common Stock, $.001 par value $.01 per share (the "SharesCommon Stock"), of the Company from the Company pursuant Company. In order to the Underwriting Agreement dated June 24, 2002 among the Company, L-3 Communications Corporation, a Delaware corporation ("L-3 Communications"), Xxxxxx Brothers Inc. induce you and the other several underwriters named therein (the "Underwriting Agreement"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned Underwriters to them in enter into the Underwriting Agreement. We have examined , the Registration Statement on Form S-3 undersigned will not, without the prior written consent of Xxxxxxx Xxxxx Xxxxxx Inc., offer, sell, contract to sell, pledge or otherwise dispose of, (File No. 333-84826or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) filed by the Company, L-3 Communications and the additional registrants named therein under the Securities Act of 1933, as amended (the "Securities Act"), as it became effective under the Securities Act (the "Registration Statement") and the Company's prospectus dated June 20, 2002, as supplemented by the prospectus supplement dated June 24, 2002 (the "Prospectus"), filed by the Company pursuant to Rule 424(bor any affiliate of the Company or any person in privity with the Company or any affiliate of the Company) directly or indirectly, including the filing (or participation in the filing of) a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Securities Actpromulgated thereunder with respect to, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K any shares of capital stock of the Company and L-3 Communications or any securities convertible into, or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the fiscal year ended December 31date of the Underwriting Agreement, 2001, other than shares of Common Stock disposed of as amended bona fide gifts approved by Xxxxxxx Xxxxx Barney Inc. If for any reason the Company's and L-3 Communications' Annual Report on a Form 10-K/A-1 filed on June 19, 2002Underwriting Agreement shall be terminated prior to the Closing Date (as defined in the Underwriting Agreement), the Current Reports on agreement set forth above shall likewise be terminated. Yours very truly, ----------------------------------- Name: ------------------------------ Exhibit A - 1 EXHIBIT B Form 8-K of the Company and L-3 Communications filed on March 22, 2002, April 24, 2002 and June 19, 2002 and the Quarterly Report on Form 10-Q Opinion of the Company and L-3 Communications for the quarter ended March 31, 2002 (each, an "Exchange Act Document" and collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have also examined a specimen certificate representing the Common Stock of the Company. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals or duplicates or certified or conformed copies of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company and L-3 Communications, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. Our opinion that the Registration Statement has been declared effective under the Securities Act is based on oral advice from the staff of the Commission. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject Counsel to the qualifications and limitations stated herein, we are of the opinion that:French Subsidiary
Appears in 1 contract
XX Xxxxx Securities Corporation. 1,540,000 Xxxxxxx, Xxxxx & Co. .............................. 560,000 Xxxxxxx Xxxxx Barney Inc. ......................... 560,000 Wachovia Securities, Inc. ......................... 560,000 Total.......................................... 14,000,000 ................................ 5,500,000 ============ FORM OF LOCK-UP LETTER AGREEMENT XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION As Representatives -32- Form of the several Underwriters c/x XXXXXX BROTHERS INC. Lockup Agreement ------------------------ ,1999 Warburg Dillon Read LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that you and certain other firms propose to enter into an underwriting agreement (the "Underwriting Agreement") providing for the purchase by you and such other firms (collectively, the "Underwriters") of shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of L-3 Communications Holdings, Inc. (the "Company") and that the Underwriters propose to reoffer the Shares to the public (the "Offering"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., the undersigned will not, directly or indirectly, (1) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable or exercisable for Common Stock owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 90 days after the date of the final Prospectus relating to the Offering, except in each case for transactions with any person other than the Company relating to shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock acquired in open market transactions after the completion of the Offering, and except for the sale by Xx. Xxxxx of up to an aggregate of 500,000 shares of Common Stock or the sale by Xx. XxXxxxx of up to an aggregate of 500,000 shares of Common Stock, in each case at any time and from time to time beginning on date of the Prospectus (as defined in the Underwriting Agreement). In furtherance of the foregoing, the Company and EquiServe Trust Company, N.A., as the transfer agent (the "Transfer Agent") are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned will be released from any obligations under this Lock-Up Letter Agreement. In addition, this Agreement shall lapse and become null and void if the Offering shall not have occurred on or before July 15, 2002. The Underwriters and/or the Company will immediately notify the undersigned if any Lock-Up Letter Agreement is modified, amended, waived or terminated in a manner so as to impose less stringent restrictions upon the person to which such Lock-Up Letter Agreement applies as well as the nature of any such modification, amendment, waiver or termination and this Lock-Up Letter Agreement shall be deemed to have been modified, amended, waived or terminated in the same manner as of the same effective date and time. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: ---------------------------------- Name: Title: Dated: ---------------------- EXHIBIT A FORM OF XXXXXXX XXXXXXX & XXXXXXXX OPINION June 28, 2002 XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION and the other Underwriters named in the Underwriting Agreement referred to below c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel This letter is being delivered to L-3 Communications Holdingsyou in connection with the proposed Underwriting Agreement (the "Underwriting Agreement"), between HealthExtras, Inc., a Delaware corporation (the "Company"), in connection and Warburg Dillon Read LLC, PaineWebber Incorporated, Prudential Securities Incorporated and XX Xxxxx Corporation, as representatives of the several underwriters named therein, with the purchase by you of respect to an aggregate of 14,000,000 shares underwritten public offering of Common Stock, $0.01 par value $.01 per share (the "SharesCommon Stock"), of the Company from the Company pursuant Company. In order to the Underwriting Agreement dated June 24, 2002 among the Company, L-3 Communications Corporation, a Delaware corporation ("L-3 Communications"), Xxxxxx Brothers Inc. and the other several underwriters named therein (the "Underwriting Agreement"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned induce you to them in enter into the Underwriting Agreement. We have examined , the Registration Statement on Form S-3 undersigned will not, without the prior written consent of Warburg Dillon Read LLC, offer, sell, contract to sell, pledge or otherwise dispose of, or file (File No. 333-84826or participate in the filing of) filed by the Company, L-3 Communications and the additional registrants named therein under a registration statement with the Securities and Exchange Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 19331934, as amended (the "Securities Act")amended, as it became effective under the Securities Act (the "Registration Statement") and the Company's prospectus dated June 20, 2002, as supplemented by the prospectus supplement dated June 24, 2002 (the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Securities Actpromulgated thereunder with respect to, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K any shares of capital stock of the Company and L-3 Communications or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the fiscal year ended December 31, 2001, date of execution of the Underwriting Agreement. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (as amended by defined in the Company's and L-3 Communications' Annual Report on a Form 10-K/A-1 filed on June 19, 2002Underwriting Agreement), the Current Reports on Form 8-K of the Company and L-3 Communications filed on March 22agreement set forth above shall likewise be terminated. Yours very truly, 2002, April 24, 2002 and June 19, 2002 and the Quarterly Report on Form 10-Q of the Company and L-3 Communications for the quarter ended March 31, 2002 (each, an "Exchange Act Document" and collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have also examined a specimen certificate representing the Common Stock of the Company. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals or duplicates or certified or conformed copies of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company and L-3 Communications, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. Our opinion that the Registration Statement has been declared effective under the Securities Act is based on oral advice from the staff of the Commission. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that----------------------------------- Name: Title:
Appears in 1 contract
XX Xxxxx Securities Corporation. 1,540,000 Xxxxxxx... Fidelity Capital Markets, Xxxxx & Co. .............................. 560,000 Xxxxxxx Xxxxx Barney Inc. ......................... 560,000 Wachovia Securities, Inc. ......................... 560,000 a division of National Financial Services LLC................................................... [Names of other Underwriters] Total.......................................... 14,000,000 .................................................. ============================= FORM OF EXHIBIT A --------- LOCK-UP LETTER AGREEMENT XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION As Representatives of the several Underwriters c/x XXXXXX BROTHERS INC. 000 Xxxxxxx Xxxxxx Brothers Inc. Three World Xxxxxxxxx Xxxxxx Xxx Xxxx, XX Xxx Xxxx 00000 Ladies and GentlemenDear Sirs: The undersigned understands that you and certain other firms propose to enter into an underwriting agreement Underwriting Agreement (the "Underwriting AgreementUNDERWRITING AGREEMENT") providing for the purchase by you and such other firms (collectively, the "UnderwritersUNDERWRITERS") of shares (the "SharesSHARES") of Common Stock, par value $.01 0.001 per share (the "Common StockCOMMON STOCK"), of L-3 Communications HoldingsKosan Biosciences Incorporated, Inc. a Delaware corporation (the "CompanyCOMPANY") ), and that the Underwriters propose to reoffer the Shares to the public (the "OfferingOFFERING"). In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable consideration, the undersigned hereby irrevocably agrees that, without the prior written consent of Xxxxxx Brothers Inc., on behalf of the Underwriters, the undersigned will not, directly or indirectly, (1) offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable or exercisable for Common Stock (other than the Shares) owned by the undersigned on the date of execution of this Lock-Up Letter Agreement or on the date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 90 180 days after the date of the final Prospectus relating to the Offering, except in each case for transactions with any person other than the Company relating to shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock acquired in open market transactions after the completion of the Offering, and except for the sale by Xx. Xxxxx of up to an aggregate of 500,000 shares of Common Stock or the sale by Xx. XxXxxxx of up to an aggregate of 500,000 shares of Common Stock, in each case at any time and from time to time beginning on date of the Prospectus (as defined in the Underwriting Agreement). In furtherance of the foregoing, the Company and EquiServe Trust Company, N.A., as the transfer agent (the "its Transfer Agent") Agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned we will be released from any our obligations under this Lock-Up Letter Agreement. In addition, this Agreement shall lapse and become null and void if the Offering shall not have occurred on or before July 15, 2002. The Underwriters and/or the Company will immediately notify the undersigned if any Lock-Up Letter Agreement is modified, amended, waived or terminated in a manner so as to impose less stringent restrictions upon the person to which such Lock-Up Letter Agreement applies as well as the nature of any such modification, amendment, waiver or termination and this Lock-Up Letter Agreement shall be deemed to have been modified, amended, waived or terminated in the same manner as of the same effective date and time. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: ---------------------------------- :______________________________ Name: Title: Dated: ---------------------- EXHIBIT A FORM OF XXXXXXX XXXXXXX & XXXXXXXX OPINION June 28, 2002 XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION and the other Underwriters named in the Underwriting Agreement referred to below c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel to L-3 Communications Holdings, Inc., a Delaware corporation (the "Company"), in connection with the purchase by you of an aggregate of 14,000,000 shares of Common Stock, par value $.01 per share (the "Shares"), of the Company from the Company pursuant to the Underwriting Agreement dated June 24, 2002 among the Company, L-3 Communications Corporation, a Delaware corporation ("L-3 Communications"), Xxxxxx Brothers Inc. and the other several underwriters named therein (the "Underwriting Agreement"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Underwriting Agreement. We have examined the Registration Statement on Form S-3 (File No. 333-84826) filed by the Company, L-3 Communications and the additional registrants named therein under the Securities Act of 1933, as amended (the "Securities Act"), as it became effective under the Securities Act (the "Registration Statement") and the Company's prospectus dated June 20, 2002, as supplemented by the prospectus supplement dated June 24, 2002 (the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Securities Act, which pursuant to Form S-3 incorporates by reference the Annual Report on Form 10-K of the Company and L-3 Communications for the fiscal year ended December 31, 2001, as amended by the Company's and L-3 Communications' Annual Report on a Form 10-K/A-1 filed on June 19, 2002, the Current Reports on Form 8-K of the Company and L-3 Communications filed on March 22, 2002, April 24, 2002 and June 19, 2002 and the Quarterly Report on Form 10-Q of the Company and L-3 Communications for the quarter ended March 31, 2002 (each, an "Exchange Act Document" and collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have also examined a specimen certificate representing the Common Stock of the Company. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals or duplicates or certified or conformed copies of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company and L-3 Communications, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. Our opinion that the Registration Statement has been declared effective under the Securities Act is based on oral advice from the staff of the Commission. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:_______________
Appears in 1 contract
Samples: Kosan Biosciences Inc
XX Xxxxx Securities Corporation. 1,540,000 XxxxxxxSoundView Technology Group, Xxxxx & Co. .............................. 560,000 Xxxxxxx Xxxxx Barney Inc. ......................... 560,000 Wachovia Securities, Inc. ......................... 560,000 Inc........................................................ --------- Total.......................................... 14,000,000 =............................................................................... 4,000,000 ========= FORM EXHIBIT A LIST OF FOREIGN JURISDICTIONS EXHIBIT C LOCK-UP LETTER AGREEMENT XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION BancBoston Xxxxxxxxx Xxxxxxxx Inc. As Representatives Lead Representative of the several Several Underwriters c/x XXXXXX BROTHERS INC. 000 Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx XxxxXxxxxxxxx, XX Xxxxxxxxxx 00000 Ladies and GentlemenRe: The undersigned understands that you and certain other firms propose to enter into an underwriting agreement (the "Underwriting Agreement") providing for the purchase by you and such other firms (collectively, the "Underwriters") of shares (the "Shares") of Common Stock, par value $.01 per share (the "Common Stock"), of L-3 Communications HoldingsC-Bridge Internet Solutions, Inc. (the "Company") ------------------------------------------------- Ladies and that Gentlemen: The undersigned owns of record or beneficially certain shares of Common Stock of the Underwriters propose Company ("Common Stock") or securities convertible into, or exchangeable or exercisable for, Common Stock. The Company proposes to reoffer the Shares to the carry out a public offering of Common Stock (the "Offering")) for which BancBoston Xxxxxxxxx Xxxxxxxx Inc. will act as the lead representative of the underwriters. The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that BancBoston Xxxxxxxxx Xxxxxxxx Inc. and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering. In consideration of the execution of the Underwriting Agreement by the Underwriters, and for other good and valuable considerationforegoing, the undersigned hereby irrevocably agrees thatthat the undersigned will not offer to sell, without contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a "Disposition") any shares of Common Stock, any options or warrants to purchase any shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock (collectively, "Securities") now owned or hereafter acquired directly by such person or with respect to which such person has or hereafter acquires the power of disposition, otherwise than (a) as a bona fide gift or gifts, provided that the donee or donees thereof agree in writing to be bound by this restriction, (b) as a distribution to partners or shareholders of such person, provided that the distributees thereof agree in writing to be bound by the terms of this restriction, (c) with respect to Dispositions of Common Stock acquired on the open market, or (d) with the prior written consent of Xxxxxx Brothers BancBoston Xxxxxxxxx Xxxxxxxx Inc., the undersigned will not, directly or indirectly, (1) offer for sale, sell, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable or exercisable for Common Stock owned by the undersigned a period commencing on the date of execution of this Lock-Up Letter Agreement or on the hereof and continuing to a date of the completion of the Offering, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 90 180 days after the date of the final Prospectus relating to the Offering, except in each case for transactions with any person other than the Company relating to shares of Common Stock or other securities convertible into or exchangeable or exercisable for Common Stock acquired in open market transactions after the completion of the Offering, and except for the sale by Xx. Xxxxx of up to an aggregate of 500,000 shares of Common Stock or the sale by Xx. XxXxxxx of up to an aggregate of 500,000 shares of Common Stock, in each case at any time and from time to time beginning on date of the Prospectus (as defined in the Underwriting Agreement). In furtherance of the foregoing, the Company and EquiServe Trust Company, N.A., as the transfer agent (the "Transfer Agent") are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement. It is understood that, if the Company notifies you that it does not intend to proceed with the Offering, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares, the undersigned will be released from any obligations under this Lock-Up Letter Agreement. In addition, this Agreement shall lapse and become null and void if the Offering shall not have occurred on or before July 15, 2002. The Underwriters and/or the Company will immediately notify the undersigned if any Lock-Up Letter Agreement is modified, amended, waived or terminated in a manner so as to impose less stringent restrictions upon the person to which such Lock-Up Letter Agreement applies as well as the nature of any such modification, amendment, waiver or termination and this Lock-Up Letter Agreement shall be deemed to have been modified, amended, waived or terminated in the same manner as of the same effective date and time. The undersigned understands that the Company and the Underwriters will proceed with the Offering in reliance on this Lock-Up Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Letter Agreement and that, upon request, the undersigned will execute any additional documents necessary in connection with the enforcement hereof. Any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Very truly yours, By: ---------------------------------- Name: Title: Dated: ---------------------- EXHIBIT A FORM OF XXXXXXX XXXXXXX & XXXXXXXX OPINION June 28, 2002 XXXXXX BROTHERS INC. CREDIT SUISSE FIRST BOSTON CORPORATION BEAR, XXXXXXX & CO. INC. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED XX XXXXX SECURITIES CORPORATION and the other Underwriters named in the Underwriting Agreement referred to below c/x Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: We have acted as counsel to L-3 Communications Holdings, Inc., a Delaware corporation (the "Company"), in connection with the purchase by you of an aggregate of 14,000,000 shares of Common Stock, par value $.01 per share (the "Shares"), of the Company from the Company pursuant to the Underwriting Agreement dated June 24, 2002 among the Company, L-3 Communications Corporation, a Delaware corporation ("L-3 Communications"), Xxxxxx Brothers Inc. and the other several underwriters named therein (the "Underwriting Agreement"). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Underwriting Agreement. We have examined the Registration Statement on Form S-3 (File No. 333-84826) filed is declared effective by the Company, L-3 Communications and the additional registrants named therein under the Securities Act of 1933, as amended (the "Securities Act"), as it became effective under the Securities Act (the "Registration Statement") and the Company's prospectus dated June 20, 2002, as supplemented by the prospectus supplement dated June 24, 2002 (the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "CommissionLock-up Period") under ). The foregoing restriction has been expressly agreed to preclude the holder of the Securities Actfrom engaging in any hedging or other transaction that is designed to or reasonably expected to lead to or result in a Disposition of Securities during the Lock-up Period, which pursuant even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to Form S-3 incorporates by reference any Securities or with respect to any security (other than a broad-based market basket or index) that included, relates to or derives any significant part of its value from Securities. The undersigned also agrees and consents to the Annual Report on Form 10-K entry of the Company and L-3 Communications for the fiscal year ended December 31, 2001, as amended by stop transfer instructions with the Company's transfer agent and L-3 Communications' Annual Report registrar against the transfer of Securities held by the undersigned except in compliance with the foregoing restrictions. This agreement is irrevocable and will be binding on a Form 10-K/A-1 filed on June 19the undersigned and the respective successors, 2002heirs, the Current Reports on Form 8-K personal representatives, and assigns of the Company undersigned. This letter agreement shall terminate and L-3 Communications filed on March 22, 2002, April 24, 2002 be of no further force and June 19, 2002 and the Quarterly Report on Form 10-Q of effect upon a decision by BancBoston Xxxxxxxxx Xxxxxxxx Inc. or the Company not to proceed with the Offering. Dated: __________________, 1999 ______________________________________ [Printed Name of Holder] By:___________________________________ Printed Name of Person Signing (and L-3 Communications for the quarter ended March 31, 2002 (each, an "Exchange Act Document" and collectively, the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have also examined a specimen certificate representing the Common Stock of the Company. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals or duplicates or certified or conformed copies of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company and L-3 Communications, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. Our opinion that the Registration Statement has been declared effective under the Securities Act is based on oral advice from the staff of the Commission. In such examination, we have assumed the genuineness of all signatures, the legal indicate capacity of natural personsperson signing if signing as custodian, trustee, or on behalf of an entity) EXHIBIT D Matters to be Covered in the authenticity Opinion of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we are of the opinion that:Company Counsel
Appears in 1 contract
Samples: Underwriting Agreement (C-Bridge Internet Solutions Inc)
