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Full Doc
 | 2001 |
Solicitation Agent Agreement
Solicitation Agent Agreement (135K)
Doc #948954: Click preview link for longer preview.
<TEXT>
WAVERIDER COMMUNICATIONS, INC.
SOLICITATION AGENT AGREEMENT
October 31, 2001
Gruntal & Co., L.L.C.
1 Liberty Plaza
New York, NY 10006
Ladies and Gentlemen:
This Solicitation agent Agreement (the "Agreement") sets forth our
agreement relating to (a) the proposed rights offering (the "Rights Offering")
to be undertaken by WaveRider Communications, Inc., a Nevada corporation (the
"Company"), pursuant to which the Company will distribute to . . .
948954
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WaveRider
As referenced in this Solicitation Agent Agreement:
WAVERIDER COMMUNICATIONS, –
EX-10.1
9
exhibit10_1.txt
EXHIBIT 10.1
WAVERIDER COMMUNICATIONS, INC.
SOLICITATION AGENT AGREEMENT
October 31, 2001
Gruntal & Co., L.L.C.
1 Liberty Plaza
New York, NY 10006
Ladies and Gentlemen:
This Solicitation agent Agreement (the "Agreement") sets
_____________
WaveRider Communications, – York, NY 10006
Ladies and Gentlemen:
This Solicitation agent Agreement (the "Agreement") sets forth our
agreement relating to (a) the proposed rights offering (the "Rights Offering")
to be undertaken by WaveRider Communications, Inc., a Nevada corporation (the
"Company"), pursuant to which the Company will distribute to holders of record
of shares of its common stock, par value $.001 per share (the "
_____________
WaveRider Communications, – 212) 820-8240
with copy to:
Gadsby Hannah LLP
225 Franklin Street
Boston, MA 02110
Attention: Jeffrey M. Stoler, Esq.
Telecopy: (617) 204-8011
(b) if to the Company:
WaveRider Communications, Inc.
255 Consumers Road, Suite 500
Toronto, Ontario Canada M2J 1R4
Attention: Mr. Scott Worthington
Telecopy: (416) 502-2968
with a copy to:
Foley Hoag & Eliot LLP
One Post
_____________
WAVERIDER COMMUNICATIONS, – confirm, by signing and returning to us two counterparts of
this Agreement, that the foregoing correctly sets forth the Agreement between
the Company and the Solicitation Agent.
Very truly yours,
WAVERIDER COMMUNICATIONS, INC.
By: /s/ T. Scott Worthington
------------------------
T. Scott Worthington
Vice President and CFO
Confirmed and accepted as of the date first above written:
GRUNTAL & CO, L.L.C.
By: /
_____________
WaveRider Communications – Schedule 8(c)
Void After 5:00 P.M., Eastern Time, on December 13, 2004
Underwriter's
Warrant to Purchase Units Consisting of
Common Stock and Common Stock Purchase Warrants
WaveRider Communications Inc.
This is to Certify That, FOR VALUE RECEIVED, Gruntal & Co., L.L.C. or
its successors and assigns (collectively, the "Holder") is entitled to purchase,
subject to the provisions
_____________
dt 1327174
;
 Chase Manhattan
As referenced in this Solicitation Agent Agreement:
Chase Manhattan Bank
– in all respects with that
provision, as follows:
Creditor Amount Wire Transfer Account Instructions
Gruntal & Co., 7% of the gross amounts deposited to the Bank: Chase Manhattan Bank
L.L.C. escrow account, excluding amounts that the Acct Name: Gruntal & Co., L.L.C.
Company has certified to the escrow agent Acct #: 140-097828
as having been deposited
_____________
dt 1867524
;
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 Foley Hoag
As referenced in this Solicitation Agent Agreement:
Foley Hoag – pass upon such
matters.
(c) Prior to the commencement of the Offering and on the Closing
Date, the Company shall have furnished to the Solicitation Agent (1) the opinion
of Foley Hoag & Eliot, LLP, counsel to the Company, to the effect set forth on
Exhibits 12(c)(1) and 12(c)(2) attached hereto, respectively, and (2) a blue sky
memorandum
_____________
Foley Hoag – LLP, counsel to the Company, to the effect set forth on
Exhibits 12(c)(1) and 12(c)(2) attached hereto, respectively, and (2) a blue sky
memorandum prepared by Foley Hoag & Eliot, LLP in such form and content as the
Solicitation Agent shall deem appropriate.
(d) Concurrently with the execution of this Agreement, and on the
Closing Date, the Company
_____________
Foley Hoag – b) if to the Company:
WaveRider Communications, Inc.
255 Consumers Road, Suite 500
Toronto, Ontario Canada M2J 1R4
Attention: Mr. Scott Worthington
Telecopy: (416) 502-2968
with a copy to:
Foley Hoag & Eliot LLP
One Post Office Square
Boston, MA 02109
Attention: David Broadwin
Telecopy: (617) 832-7000
17. INFORMATION FURNISHED BY THE SOLICITATION AGENT. The
Solicitation Agent and the Company
_____________
Foley, Hoag – if to the Company, addressed to T. Scott Worthington, Chief
Financial Officer, WaveRider Communications Inc., 255 Consumers Road, Toronto,
Ontario, Canada M2J 1R4, with a copy to David A. Broadwin, Foley, Hoag & Eliot
LLP, One Post Office Square, Boston, MA 02109. The Company may change its
address by written notice to the Holder.
(k)Limited Transferability. The Warrant may be divided
_____________
[Foley, Hoag – appoint,
_________________________, attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.
Signature _________________________________________________________
Dated: _________________
Exhibit 12(c)(1)
[Foley, Hoag & Eliot LLP Letterhead]
November __, 2001
Gruntal & Co., L.L.C.
1 Liberty Plaza
New York, New York 10006
Ladies and Gentlemen:
This opinion letter is furnished pursuant to
_____________
dt 1383251
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Preview
Full Doc
| 2000 |
Solicitation Agent Agreement
Solicitation Agent Agreement (94K)
Doc #1530810: Click preview link for longer preview.
SOLICITATION AGENT AGREEMENT
D.R. HORTON, INC.
May 27, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
1. D.R. Horton, Inc, (the "Company") plans to solicit consents (the "Consents")
from the holders of all of its $150,000,000 10-1/2% Senior Notes due 2005 (the
"Securities") to a proposed amendment (the "Proposed Amendment") to the
indenture ( . . .
1530810
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D.R. Horton
As referenced in this Solicitation Agent Agreement:
D.R. HORTON – lt;TYPE>EX-4.4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SOLICITATION AGENT AGREEMENT
<TEXT>
Exhibit 4.4
SOLICITATION AGENT AGREEMENT
D.R. HORTON , INC.
May 27, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
1. D.R. Horton, Inc, (the "Company") plans to solicit
_____________
D.R. Horton – gt;
Exhibit 4.4
SOLICITATION AGENT AGREEMENT
D.R. HORTON, INC.
May 27, 2000
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
1. D.R. Horton , Inc, (the "Company") plans to solicit consents (the "Consents")
from the holders of all of its $150,000,000 10-1/2% Senior Notes due 2005 (the
"Securities") to
_____________
D.R. Horton – a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Telecopy No.: (212) 269-5420
Attn: Daniel J. Zubkoff, Esq.
(b) If to the Company:
D.R. Horton , Inc.
1901 Ascension Boulevard
Suite 100
Arlington, Texas 76006
Telecopy No.: (817) 856-8259
Attn: Paul Buchschacher, Esq.
with a copy to:
Gibson, Dunn & Crutcher LLP
2100 McKinney
_____________
D.R. HORTON – in the space provided below for that purpose and returning to us a copy
of this letter, whereupon this letter shall constitute a binding agreement
between us.
Very truly yours,
D.R. HORTON , INC.
By: /s/ Samuel R. Fuller
----------------------------------
Samuel R. Fuller
Executive Vice President, Treasurer
and Chief Financial Officer
Accepted as of the date first above written:
MORGAN STANLEY & CO.
_____________
D.R. HORTON – written:
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Franklin D. McMahon
-------------------------------------
Name: Franklin D. McMahon
Title: Managing Director
-11-
<PAGE>
EXHIBIT A
[Consent Solicitation Statement]
<PAGE>
D.R. HORTON , INC.
CONSENT SOLICITATION STATEMENT
For Consent Solicitation Expiring 5:00 P.M., New York City Time,
on June 8, 2000, Unless Extended
$150,000,000 Aggregate Principal Amount of
_____________
dt 1324115
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Gibson Dunn
As referenced in this Solicitation Agent Agreement:
Gibson, Dunn – and (iii) any withdrawal by you pursuant to
Section 3.
11. On the Commencement Date and upon execution of the Supplemental Indenture
("Execution Date"), you shall have received opinions of Gibson, Dunn & Crutcher
LLP in the form set forth in Exhibit C , each dated the date of delivery and
addressed to the Solicitation Agent.
-8-
<PAGE>
12. In
_____________
Gibson, Dunn – b) If to the Company:
D.R. Horton, Inc.
1901 Ascension Boulevard
Suite 100
Arlington, Texas 76006
Telecopy No.: (817) 856-8259
Attn: Paul Buchschacher, Esq.
with a copy to:
Gibson, Dunn & Crutcher LLP
2100 McKinney Avenue
Suite 1100
Dallas, Texas 75201-6911
Telecopy No.: (214) 698-3400
Attn: Irwin F. Sentilles, Esq.
18. You and the Company each waive
_____________
dt 1483965
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