0000928385-98-001048 Sample Contracts

DEPOSITARY SHARES AND 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 15th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
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DEPOSIT AGREEMENT FOR 7% CUMULATIVE CONVERTIBLE PREFERRED STOCK
Deposit Agreement • May 15th, 1998 • Omnipoint Corp \De\ • Radiotelephone communications • New York
EXHIBIT 4.5 This security (or its predecessor) has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered, sold, pledged or otherwise transferred, except as set forth in the next...
Omnipoint Corp \De\ • May 15th, 1998 • Radiotelephone communications

This security (or its predecessor) has not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, may not be offered, sold, pledged or otherwise transferred, except as set forth in the next sentence hereof. By its acquisition hereof or of a beneficial interest herein, the holder: (1) represents that it is a "Qualified Institutional Buyer" (as defined in Rule 144A under the Securities Act) (a "QIB"), (2) agrees that it will not resell or otherwise transfer this security except (a) to the Company or any of its subsidiaries, (b) to a person whom the seller reasonably believes is a QIB purchasing for its own account or for the account of a QIB in a transaction meeting the requirements of Rule 144A, (c) in an offshore transaction meeting the requirements of Rule 904 of the Securities Act, (d) in a transaction meeting the requirements of Rule 144 under the Securities Act, (e) in accordance with another exemption from the registration requiremen

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