Paetec Corp Sample Contracts

W I T N E S S E T H: ARTICLE 1 PREMISES AND TERM -----------------
Lease Agreement • April 14th, 2000 • Paetec Corp • New York
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RECITALS
Stock Purchase Agreement • April 14th, 2000 • Paetec Corp • New York
TERMS -----
Incentive Stock Option Agreement • August 14th, 2000 • Paetec Corp • Telephone communications (no radiotelephone) • New York
AGREEMENT ---------
Stockholders' Agreement • April 14th, 2000 • Paetec Corp • New York
RECITALS
Stock Purchase Agreement • April 14th, 2000 • Paetec Corp • New York
PRELIMINARY STATEMENTS
Stockholders' Agreement • April 14th, 2000 • Paetec Corp
STANDARD OFFICE SPACE LEASE
Paetec Corp • April 14th, 2000
RECITALS
Stock Purchase Agreement • April 14th, 2000 • Paetec Corp • New York
RECITALS
Agreement and Plan • April 14th, 2000 • Paetec Corp
AGREEMENT ---------
Stock Purchase Agreement • April 14th, 2000 • Paetec Corp • New York
AGREEMENT ---------
Stock Purchase Agreement • April 14th, 2000 • Paetec Corp • New York
AGREEMENT ---------
Stock Purchase Agreement • April 14th, 2000 • Paetec Corp • New York
RECITALS
Stock Purchase Agreement • April 14th, 2000 • Paetec Corp • New York
BETWEEN
General Agreement • December 8th, 2000 • Paetec Corp • Telephone communications (no radiotelephone) • New York
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BY AND AMONG PAETEC CORP.,
Agreement and Plan of Reorganization • April 14th, 2000 • Paetec Corp • New York
RECITALS
Stock Rights Agreement • April 14th, 2000 • Paetec Corp • New York
PAETEC CORP. NONQUALIFIED STOCK OPTION AGREEMENT FOR DIRECTOR
Nonqualified Stock Option Agreement • December 8th, 2000 • Paetec Corp • Telephone communications (no radiotelephone) • Delaware

PaeTec Corp., a Delaware corporation (the "Company"), hereby grants an option to purchase shares of its Class A Common Stock, $.01 par value, (the "Stock") to the optionee named below. The terms and conditions of the option are set forth in this cover sheet and in the attachment.

PAETEC CORP.
Nonqualified Stock Option Agreement • July 25th, 2005 • Paetec Corp • Telephone communications (no radiotelephone)

PaeTec Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Class A Common Stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of this option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option and Incentive Plan (the “Plan”).

PAETEC CORP. (a Delaware corporation) [•] Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • August 4th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York

PaeTec Corp., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley and Co. Incorporated (“Morgan Stanley”), CIBC World Markets Corp., Deutsche Bank Securities Inc. and Goldman, Sachs & Co., which are collectively referred to herein as the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof, with respect to the issue and sale by the Company, the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto, and with respect to the grant by the Company and the Selling Shareholders, acting sever

PAETEC CORP.
Incentive Stock Option Agreement • July 25th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • Delaware

PaeTec Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Class A Common Stock, $.01 par value (the “Stock”), to the optionee named below. The terms and conditions of this option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option and Incentive Plan (the “Plan”).

SIXTH AMENDMENT TO LEASE
Lease • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)

SIXTH AMENDMENT TO LEASE dated the 1st day of February, 2002 by and between BTC BLOCK 20 PARTNERSHIP, L.P., a New York Limited Partnership, as successor in interest to WILLOWBROOK II, LLC, University Corporate Centre, 100 Corporate Parkway, Suite 500, Amherst, New York 14226, (“Landlord”) and PAETEC CORP., with offices located at 600 WillowBrook Office Park, Fairport, New York 14450, (“Tenant”).

PAETEC CORP.
Incentive Stock Option Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • Delaware

PaeTec Corp., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its Class A Common Stock, $.01 par value, (the “Stock”) to the optionee named below. The terms and conditions of the option are set forth in this cover sheet, in the attachment and in the Company’s 2001 Stock Option and Incentive Plan (the “Plan”).

FIRST AMENDMENT to INTERCONNECTION AGREEMENT
Interconnection Agreement • April 22nd, 2005 • Paetec Corp • Telephone communications (no radiotelephone)

This First Amendment (“Amendment”) is entered into by and between New York Telephone Company, d/b/a Bell Atlantic - New York (“BA”), a New York corporation with offices at 1095 Avenue of the Americas, Room 1423, New York, New York 10036, and PaeTec Communications, Inc. (“PaeTec”), a Delaware corporation with offices at 290 Woodcliff Drive, Fairport, New York 14450 (each a “Party” and, collectively, the “Parties”), effective the 9th day of July 1999.

VOTING AGREEMENT
Voting Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made as of this 22nd day of April, 2005, by and among PaeTec Corp., a Delaware corporation (the “Corporation”); Arunas A. Chesonis (“Mr. Chesonis”); Madison Dearborn Capital Partners III L.P., a Delaware limited partnership, Madison Dearborn Special Equity III, L.P., a Delaware limited partnership, and Special Advisors Fund I LLC, a Delaware limited liability company (collectively, the “MDCP Group Stockholders”); and Blackstone CCC Capital Partners, L.P., a Delaware limited partnership, Blackstone CCC Offshore Capital Partners, L.P., a Cayman Islands limited partnership, and Blackstone Family Investment Partnership III, L.P., a Delaware limited partnership (collectively, the “Blackstone Group Stockholders”). The MDCP Group Stockholders and the Blackstone Group Stockholders are hereinafter sometimes collectively referred to as the “Investor Stockholders” and individually as an “Investor Stockholder.” Mr. Chesonis and the Investor Stockholders

AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • June 7th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York

THIS AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT (this “Amendment”), is made as of this 22nd day of April 2005, by and among PaeTec Corp., a Delaware corporation (the “Company”); Madison Dearborn Capital Partners III L.P., a Delaware limited partnership, Madison Dearborn Special Equity III, a Delaware limited partnership, and Special Advisors Fund I LLC, a Delaware limited liability company (collectively, “MDCP”); Blackstone CCC Capital Partners, L.P., a Delaware limited partnership, Blackstone CCC Offshore Capital Partners, L.P., a Cayman Islands limited partnership, and Blackstone Family Investment Partnership III, L.P., a Delaware limited partnership (collectively, “Blackstone”); and Ares Leveraged Investment Fund L.P., a Delaware limited partnership, Ares Leveraged Investment Fund L.P. II, a Delaware limited partnership, CIT Lending Services Corporation (f/k/a Newcourt Commercial Finance Corporation), a Delaware corporation, Caravelle Investment Fund, L.L.C., a Delaware limited li

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