{"id":43360,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/common-stock-purchase-agreement-qwest-communications.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"common-stock-purchase-agreement-qwest-communications","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/common-stock-purchase-agreement-qwest-communications.html","title":{"rendered":"Common Stock Purchase Agreement &#8211; Qwest Communications International Inc. and Microsoft Corp."},"content":{"rendered":"<pre>                         COMMON STOCK PURCHASE AGREEMENT\n                          Dated as of December 14, 1998\n                                     Between\n\n\n                     QWEST COMMUNICATIONS INTERNATIONAL INC.\n\n\n                                       and\n\n\n                              MICROSOFT CORPORATION\n\n\n\n                         COMMON STOCK PURCHASE AGREEMENT\n\n         This COMMON STOCK PURCHASE  AGREEMENT (this  'Agreement') is made as of\nthis 14th day of December, 1998 between Qwest Communications International Inc.,\na Delaware corporation (the 'Company'),  and Microsoft Corporation, a Washington\ncorporation (the 'Purchaser').\n\n                                    RECITALS\n\n         WHEREAS,  the  Company  desires  to  sell  to the  Purchaser,  and  the\nPurchaser  desires to purchase from the Company,  shares of the Company's Common\nStock,  $.01 par  value  per  share  (the  'Common  Stock'),  on the  terms  and\nconditions set forth in this Agreement;\n\n         NOW, THEREFORE,  in consideration of the foregoing recitals, the mutual\npromises hereinafter set forth, and other good and valuable  consideration,  the\nreceipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto\nagree as follows:\n\n                                    SECTION 1\n\n                   Agreement to Purchase and Sell Common Stock\n\n         1.1  Agreement  to Purchase and Sell Common  Stock.  Upon the terms and\nsubject to the conditions of this  Agreement,  the Company hereby agrees to sell\nto the Purchaser at the Closing (as defined below),  and the Purchaser agrees to\npurchase from the Company at the Closing, 4,444,445 shares of Common Stock, (the\n'Shares') at a price of $45.00 per share (the 'Per Share Purchase Price') for an\naggregate purchase price of $200,000,025.\n\n                                    SECTION 2\n\n                             Closing Date; Delivery\n\n2.1 Closing Date.  The Closing of the purchase and sale of the Shares  hereunder\n(the  'Closing')  shall be held at the  offices of the  Company at 6:00 a.m.  on\nDecember  14,  1998,  or at such  other  time and place as the  Company  and the\nPurchaser mutually agree (the date of the Closing being hereinafter  referred to\nas the 'Closing Date').\n\n         2.2 Delivery. At the Closing, the Company will deliver to the Purchaser\na certificate or  certificates  representing  the Shares against  payment of the\naggregate  purchase  price  of  $200,000,025  by wire  transfer  of  immediately\navailable  funds to an account  designated by the Company.  The  certificate  or\ncertificates  representing  the Shares shall be subject to a legend  restricting\ntransfer under the Securities Act of 1933, as amended (the 'Securities Act') and\nreferring to restrictions on transfer herein, such legend to be substantially as\nfollows:\n\n                  'The shares represented by this certificate have been acquired\n         for investment and have not been registered under the Securities Act of\n         1933,  as amended.  Such shares may not be sold or  transferred  in the\n         absence  of such  registration  or an  opinion  of  counsel  reasonably\n         satisfactory to the Company as to the availability of an exemption from\n         registration.\n\n                  The shares  represented  by this  certificate  are  subject to\n         restrictions  on  transfer,   including  any  sale,   pledge  or  other\n         hypothecation,  set forth in an agreement dated as of December 14, 1998\n         between  the  Company  and  Microsoft  Corporation,  a  copy  of  which\n         agreement  may be  obtained at no cost by written  request  made by the\n         holder of record of this certificate to the secretary of the Company at\n         the Company's principal executive offices.'\n\n         The  Company  agrees  (i) to remove  the legend set forth in the second\npreceding  paragraph upon receipt of an opinion of counsel in form and substance\nreasonably  satisfactory  to the Company that the Shares or the shares of Common\nStock issuable upon  conversion of the Shares are eligible for transfer  without\nregistration under the Securities Act and (ii) to remove the legend set forth in\nthe  immediately  preceding  paragraph  at  such  time  as  the  Shares  may  be\ntransferred  upon the  termination of the covenants of Section 7 as provided for\nin Section 8.4.\n\n                                    SECTION 3\n\n                  Representations and Warranties of the Company\n\n         The Company hereby represents and warrants to the Purchaser as follows:\n\n         3.1  Organization.  The Company is a  corporation  duly  organized  and\nvalidly existing under the laws of the State of Delaware and is in good standing\nunder  such laws.  The  Company  has the  requisite  corporate  power to own and\noperate its  properties  and assets,  and to carry on its  business as presently\nconducted  and as  proposed to be  conducted.  The  Company is  qualified  to do\nbusiness as a foreign corporation in each jurisdiction in which the ownership of\nits property or the nature of its business requires such  qualification,  except\nwhere the failure to be so qualified would not have a materially  adverse effect\non the Company and its subsidiaries, taken as a whole.\n\n         3.2  Authorization.  All  corporate  action on the part of the  Company\nnecessary for the  authorization,  execution,  delivery and  performance of this\nAgreement and the Registration  Rights Agreement  (attached as Exhibit A hereto)\nby the Company,  the  authorization,  sale,  issuance and delivery of the Shares\nhereunder.  This  Agreement and the  Registration  Rights  Agreement  constitute\nlegal,  valid and binding  obligations of the Company  enforceable in accordance\nwith their respective terms,  subject to laws of general application relating to\nbankruptcy,  insolvency  and the  relief of debtors  and rules of law  governing\nspecific  performance,  injunctive  relief or other equitable  remedies,  and to\nlimitations of public policy as they may apply to Section 6 of the  Registration\nRights  Agreement.  Upon their issuance and delivery pursuant to this Agreement,\nthe Shares will be validly issued,  fully paid and  nonassessable.  The issuance\nand sale of the Shares will not give rise to any preemptive  rights or rights of\nfirst refusal on behalf of any person in existence on the date hereof.\n\n         3.3 No Conflict.  The execution and delivery of this  Agreement and the\nRegistration  Rights  Agreement do not, and the consummation of the transactions\ncontemplated  hereby  and  thereby  will not,  conflict  with,  or result in any\nviolation of, or default (with or without notice or lapse of time, or both),  or\ngive  rise  to a right  of  termination,  cancellation  or  acceleration  of any\nobligation  or to a loss of a  material  benefit  under,  any  provision  of the\nCertificate  of  Incorporation  or  Bylaws  of  the  Company  or  any  mortgage,\nindenture,   lease  or  other  agreement  or  instrument,   permit,  concession,\nfranchise,  license,  judgment,  order, decree, statute, law, ordinance, rule or\nregulation  applicable to the Company,  its properties or assets,  the effect of\nwhich would have a material adverse effect on the Company and its  subsidiaries,\ntaken as a whole,  or  materially  impair or  restrict  the  Company's  power to\nperform its obligations as contemplated under said agreements.\n\n         3.4  SEC  Documents.  The  Company  has  filed  all  required  reports,\nschedules,  forms,  statements and other  documents  required to be filed by the\nCompany with the Securities and Exchange  Commission  (the 'SEC') since June 27,\n1997 (the 'SEC  Documents').  As of their  respective  dates,  the SEC Documents\ncomplied in all material respects with requirements of the Securities Act or the\nSecurities  Exchange Act of 1934, as amended (the 'Exchange  Act'),  as the case\nmay  be  and  the  rules  and  regulations  of the  SEC  promulgated  thereunder\napplicable to such SEC Documents,  and none of the SEC Documents,  except to the\nextent  that  information  contained  in any SEC  Document  has been  revised or\nsuperseded  by a later Filed SEC  Document  (as defined  below),  contained  any\nuntrue statement of a material fact or omitted to state a material fact required\nto be stated  therein or necessary in order to make the statements  therein,  in\nlight of the  circumstances  under  which they were made,  not  misleading.  The\nfinancial  statements of the Company included in the Company's Form 10-K for the\nyear  ended  December  31,  1997 and the Form  10-Q for the three  months  ended\nSeptember 30, 1998 comply as to form in all material  respects  with  applicable\naccounting  requirements and the published rules and regulations of the SEC with\nrespect thereto,  have been prepared in accordance with U.S.  generally accepted\naccounting  principles ('GAAP') (except, in the case of unaudited  statements as\npermitted  by Form 10-Q of the SEC)  applied on a  consistent  basis  during the\nperiods  involved  (except  as  may be  indicated  in the  notes  thereto  or as\ndescribed  in  writing to the  Purchaser  prior to the date  hereof)  and fairly\npresent the consolidated  financial position of the Company and its consolidated\nsubsidiaries  as of the dates  thereof  and the  consolidated  results  of their\noperation  and  cashflows  for the periods then ending in  accordance  with GAAP\n(subject,  in the case of the  unaudited  statements,  to normal  year end audit\nadjustments). Except as set forth in the Filed SEC Documents (as defined below),\nneither the Company nor any of its subsidiaries has any material  liabilities or\nobligations of any nature (whether accrued,  absolute,  contingent or otherwise)\nrequired by GAAP to be set forth on a consolidated  balance sheet of the Company\nand  its  consolidated  subsidiaries  or in the  notes  thereto  and  which  can\nreasonably be expected to have a material  adverse effect on the Company and its\nsubsidiaries taken as a whole.\n\n         3.5 Absence of Certain  Changes or Events.  Except as  disclosed in the\nSEC  Documents  filed and publicly  available  (either on the EDGAR system or by\ndelivery  to  Purchaser)  prior to the date of this  Agreement  (the  'Filed SEC\nDocuments'),  since the date of the most  recent  audited  financial  statements\nincluded  in the Filed SEC  Documents,  there has not been (i) any  declaration,\nsetting aside or payment of any dividend or distribution (whether in cash, stock\nor property) with respect to any of the Company's capital stock, (ii) any split,\ncombination or  reclassification  of any of its capital stock or any issuance or\nthe authorization of any issuance of any other securities in respect of, in lieu\nof or in  substitution  for  shares of its  capital  stock,  (iii)  any  damage,\ndestruction or loss of property,  whether or not covered by insurance,  that has\nor is  likely  to  have a  material  adverse  effect  on  the  Company  and  its\nsubsidiaries  taken  as a whole,  or (iv)  any  change  in  accounting  methods,\nprinciples  or  practices  by  the  Company  materially  affecting  its  assets,\nliabilities,  or business,  except insofar as may have been required by a change\nin GAAP.\n\n         3.6 Governmental  Consent,  etc. In reliance on the  representations of\nthe Purchaser  contained  herein,  no consent,  approval or authorization of, or\ndesignation,  declaration or filing with, any governmental authority on the part\nof the Company is required in connection  with the valid  execution and delivery\nof  this  Agreement,  or the  offer,  sale or  issuance  of the  Shares,  or the\nconsummation of any other transaction  contemplated hereby,  except such filings\nas may be  required  to be made  with the SEC and the  National  Association  of\nSecurities Dealers, Inc.\n\n         3.7  Litigation.  Except as is  disclosed  in the Filed SEC  Documents,\nthere is no suit, action or proceeding pending against the Company or any of its\nsubsidiaries that,  individually or in the aggregate,  would (i) have a material\nadverse effect on the Company and its subsidiaries taken as a whole, (ii) impair\nthe ability of the Company to perform its  obligations  under this Agreement and\nthe Registration  Rights Agreement,  or (iii) prevent the consummation of any of\nthe transactions contemplated by said agreements.\n\n         3.8      Capitalization.\n\n         (a) As of the date of this Agreement,  the authorized  capital stock of\nthe Company  consists of  600,000,000  shares of the Common Stock and 25,000,000\nshares of  preferred  stock,  par value  $.01 per  share,  of the  Company  (the\n'Company Preferred Stock').\n\n         (b) As of November 30, 1998,  there are  approximately  (1) 336,869,859\nshares of the Common Stock issued and  outstanding,  (2) no shares of the Common\nStock  held  in the  treasury  of the  Company,  (3) no  shares  of the  Company\nPreferred Stock issued and  outstanding,  (4)  406,640,087  shares of the Common\nStock reserved for issuance upon exercise of outstanding stock options issued by\nthe Company to current or former  employees and directors of the Company and its\nsubsidiaries,  (5) 506,643,587  shares of the Common Stock reserved for issuance\nupon exercise of authorized but unissued stock options and (6) 8,600,000  shares\nof the Common Stock  reserved for issuance upon exercise of a warrant  issued to\nThe Anshutz Family Investment Company, LLC.\n\n         (c) All  outstanding  shares of the Common  Stock are duly  authorized,\nvalidly issued, fully paid and nonassessable, free from any liens created by the\nCompany with  respect to the  issuance  and delivery  thereof and not subject to\npreemptive rights.\n\n         3.9 Registration  Rights. No person has the right to register shares of\nCommon Stock on a Registration  Statement filed by the Company  pursuant to this\nAgreement.\n\n\n                                    SECTION 4\n\n                 Representations and Warranties of the Purchaser\n\n         The Purchaser hereby represents and warrants to the Company as follows:\n\n         4.1  Organization.  The Purchaser is a corporation  duly  organized and\nvalidly existing and in good standing under the laws of the State of Washington,\nwith all requisite  corporate  power and authority to own, lease and operate its\nproperties and to conduct its business as now being conducted.\n\n         4.2  Authority.  All  corporate  action  on the  part of the  Purchaser\nnecessary for the  authorization,  execution,  delivery and  performance of this\nAgreement and the Registration Rights Agreement by the Purchaser has been taken.\nThis Agreement and the Registration Rights Agreement have been duly executed and\ndelivered by the Purchaser and constitute legal,  valid and binding  obligations\nof the Purchaser, enforceable in accordance with their respective terms, subject\nto laws of general application relating to bankruptcy, insolvency and the relief\nof debtors and rules of law governing specific performance, injunctive relief or\nother equitable remedies,  and to limitations of public policy as they may apply\nto Section 6 of the Registration Rights Agreement. The execution and delivery of\nsaid agreements do not, and the  consummation of the  transactions  contemplated\nhereby and thereby  will not,  conflict  with or result in any  violation of any\nobligation under any provision of the Articles of Incorporation or Bylaws of the\nPurchaser or any judgment,  order,  decree,  statute,  law,  ordinance,  rule or\nregulation applicable to the Purchaser.\n\n         4.3  Investment.  The Purchaser is acquiring the Shares for  investment\nfor its own account,  not as a nominee or agent,  and not with a view to, or for\nresale in connection with, any distribution  thereof. The Purchaser  understands\nthat the Shares have not been registered under the Securities Act by reason of a\nspecific exemption from the registration  provisions of the Securities Act which\ndepends upon, among other things,  the bona fide nature of the investment intent\nand the accuracy of the  Purchaser's  representations  and warranties  contained\nherein.\n\n         4.4 Disclosure of Information. The Purchaser has had full access to all\ninformation it considers necessary or appropriate to make an informed investment\ndecision with respect to the Shares to be purchased by the Purchaser  under this\nAgreement.  The Purchaser  further has had an  opportunity  to ask questions and\nreceive  answers  from the Company  regarding  the terms and  conditions  of the\noffering of the Shares and to obtain additional  information necessary to verify\nany information furnished to the Purchaser or to which the Purchaser had access.\n\n         4.5 Investment Experience.  The Purchaser understands that the purchase\nof the Shares  involves  substantial  risk.  The Purchaser has  experience as an\ninvestor in securities of companies and acknowledges that it is able to fend for\nitself,  can bear the economic risk of its investment in the Shares and has such\nknowledge and experience in financial or business  matters that it is capable of\nevaluating the merits and risks of this  investment in the Shares and protecting\nits own interests in connection with this investment.\n\n         4.6      Accredited  Investor  Status.  The Purchaser is an 'accredited\ninvestor'  within the meaning of Regulation D promulgated  under the  Securities\nAct.\n\n         4.7 Restricted Securities. The Purchaser understands that the Shares to\nbe  purchased  by the  Purchaser  hereunder  are  characterized  as  'restricted\nsecurities'  under the  Securities  Act inasmuch as they are being acquired from\nthe Company in a transaction  not involving a public offering and that under the\nSecurities  Act and applicable  regulations  thereunder  such  securities may be\nresold without  registration  under the  Securities Act only in certain  limited\ncircumstances. The Purchaser is familiar with Rule 144 of the Securities Act, as\npresently in effect, and understands the resale limitations  imposed thereby and\nby the Securities  Act. The Purchaser  understands  that the Company is under no\nobligation  to register any of the Shares sold  hereunder  except as provided in\nthe Registration Rights Agreement.\n\n         4.8 Governmental  Consent,  etc. In reliance on the  representations of\nthe Company  contained  herein,  no consent,  approval or  authorization  of, or\ndesignation,  declaration or filing with, any governmental authority on the part\nof the Purchaser is required in connection with the valid execution and delivery\nof  this  Agreement,  or the  offer,  sale or  issuance  of the  Shares,  or the\nconsummation of any other transaction  contemplated hereby,  except such filings\nas may be  required  to be made  with the SEC and the  National  Association  of\nSecurities Dealers, Inc.\n\n         4.9 Passive Investor. The Purchaser is acquiring the Shares 'solely for\nthe  purpose  of  investment'  as  such  phrase  is  defined  in 16  C.F.R.  ss.\n801.1(i)(1)  and  the  Purchaser  has  no  intention  of  participating  in  the\nformulation,  determination or direction of the basic business  decisions of the\nCompany.\n\n                                    SECTION 5\n\n                    Conditions to Obligation of the Purchaser\n\n         The  Purchaser's  obligation  to purchase  the Shares at the Closing is\nsubject to the  fulfillment  on or prior to the  Closing  Date of the  following\nconditions:\n\n         5.1  Representations  and Warranties.  Each of the  representations and\nwarranties of the Company contained in Section 3 will be true and correct on and\nas of the date hereof and on and as of the Closing  Date with the same effect as\nthough such representations and warranties had been made as of the Closing Date.\nThe  Purchaser  shall have  received a  certificate  signed by an officer of the\nCompany to such effect on the Closing Date.\n\n         5.2 Covenants.  All covenants,  agreements and conditions  contained in\nthis  Agreement  to be  performed by the Company on or prior to the Closing Date\nshall  have been  performed  or  complied  with in all  material  respects.  The\nPurchaser shall have received a certificate  signed by an officer of the Company\nto such effect on the Closing Date.\n\n         5.3 No Order  Pending.  There  shall  not then be in  effect  any order\nenjoining or restraining the transactions contemplated by this Agreement.\n\n         5.4 No Law Prohibiting or Restricting  Sale of the Shares.  There shall\nnot be in effect any law, rule or regulation prohibiting or restricting the sale\nof the Shares,  or  requiring  any consent or approval of any Person which shall\nnot have been  obtained  to issue the Shares  with full  benefits  afforded  the\nPreferred  Stock  or  the  Common  Stock  into  which  the  Preferred  Stock  is\nconvertible (except as otherwise provided in this Agreement).\n\n         5.5 Registration Rights Agreement.  The Company shall have executed and\ndelivered the Registration  Rights Agreement  substantially in the form attached\nhereto as Exhibit A.\n\n         5.6 Opinion of Counsel.  The  Purchaser  shall have received an opinion\ndated as of the Closing Date of  O'Melveny &amp; Myers LLP,  counsel to the Company,\nsubstantially in the form attached as Exhibit 5.6.\n\n                                    SECTION 6\n\n                     Conditions to Obligation of the Company\n\n         The Company's obligation to sell and issue the Shares at the Closing is\nsubject to the  fulfillment  on or prior to the  Closing  Date of the  following\nconditions:\n\n         6.1 Representations and Warranties.  The representations and warranties\nof the  Purchaser  contained  in Section 4 will be true and correct on and as of\nthe date hereof and on and as of the Closing Date with the same effect as though\nsuch  representations  and  warranties had been made as of the Closing Date. The\nCompany shall have  received a certificate  signed on behalf of the Purchaser by\nan officer of the Purchaser to such effect on the Closing Date.\n\n         6.2 Covenants.  All covenants,  agreements and conditions  contained in\nthis  Agreement to be performed by the Purchaser on or prior to the Closing Date\nshall have been performed or complied with in all material respects. The Company\nshall  have  received  a  certificate  signed on behalf of the  Purchaser  by an\nofficer of the Purchaser to such effect on the Closing Date.\n\n         6.3 No Order  Pending.  There  shall  not then be in  effect  any order\nenjoining or restraining the transactions contemplated by this Agreement.\n\n         6.4 No Law  Prohibiting  or Restricting  the Sale of the Shares.  There\nshall not be in effect any law, rule or regulation  prohibiting  or  restricting\nthe sale of the Shares, or requiring any consent or approval of any Person which\nshall not have been obtained to issue the Shares with full benefits afforded the\nCommon Stock (except as otherwise provided in this Agreement).\n\n         6.5 Registration  Rights  Agreement.  The Purchaser shall have executed\nand  delivered  the  Registration  Rights  Agreement  substantially  in the form\nattached hereto as Exhibit A.\n\n         6.6 Opinion of  Counsel.  The  Company  shall have  received an opinion\ndated as of the Closing Date of Preston Gates &amp; Ellis, counsel to the Purchaser,\nsubstantially in the form attached as Exhibit 6.6.\n\n\n                                    SECTION 7\n\n                           Covenants of the Purchaser\n\n         7.1      Purchase Restrictions.\n\n         (a)  Other  than  pursuant  to the  transactions  contemplated  by this\nAgreement, the Purchaser shall not, and shall not cause or permit its affiliates\nor any Group (as defined below) including the Purchaser or any of its affiliates\nto, acquire  shares of the Common Stock,  which when combined with shares of the\nCommon Stock then owned by the  Purchaser and its  subsidiaries  would result in\nthe Purchaser  Beneficially Owning (as defined below) more than 5% of the shares\nof  the  Common  Stock  then  issued  and  outstanding,  except  pursuant  to  a\ntransaction  or series of  transactions  at prices and on terms  approved by the\nBoard of Directors of the Company.\n\n         (b) Nothing in this  Section 7.1 shall  require  the  Purchaser  or its\nsubsidiaries to transfer any shares of Common Stock if the aggregate  percentage\nownership of the Purchaser and its  subsidiaries is increased as a result of any\naction taken by the Company or its subsidiaries  including,  without limitation,\nby reason of any reclassification,  recapitalization, stock split, reverse stock\nsplit, combination or exchange of shares, redemption, repurchase or cancellation\nof shares or any other similar transaction.\n\n         7.2  Other   Restrictions.   Neither  the  Purchaser  nor  any  of  its\nsubsidiaries  shall,  without  the  approval  of the Board of  Directors  of the\nCompany,  (1) take any action with respect to an acquisition proposal that would\nrequire  the  Company  to make a public  announcement,  (2)  solicit  proxies or\ninitiate,  or become an active participant in, a solicitation (as such terms are\ndefined in Regulation 14A under the Exchange Act) with respect to the Company in\nopposition to any matter which has been recommended by the Board of Directors of\nthe Company or in favor of any matter  which has not been  approved by the Board\nof Directors of the Company,  (3) become a member of a Group (other than a Group\ncomprised solely of the Purchaser and its  subsidiaries),  or (4) enter into any\ndiscussions,  negotiations,  arrangements or understandings with any third party\nwith respect to any of the foregoing.\n\n         7.3 Restrictions on Transfer of Shares.  For a period of two years from\nthe date of this  Agreement,  the Purchaser  shall not,  directly or indirectly,\noffer,  sell,  transfer,  assign,  exchange,  encumber,  pledge,  hypothecate or\notherwise dispose of the Beneficial Ownership of any Shares acquired pursuant to\nthis  Agreement  except (i) to the Company or any persons or Groups  approved in\nwriting by the Company,  or (ii) to a corporation  of which the  Purchaser  owns\nmore  than  50% of the  voting  power  entitled  to be cast in the  election  of\ndirectors (a 'Controlled  Corporation'),  so long as such Controlled Corporation\nagrees to hold such  Shares  subject to all the  provisions  of this  Agreement,\nincluding  this Section 7.3, and agrees to transfer such Shares to the Purchaser\nor  another  Controlled  Corporation  of  the  Purchaser  if it  ceases  to be a\nControlled Corporation of the Purchaser.  The restrictions in this Section shall\nterminate in the event of a 'Change or Control' or 'Insolvency Proceeding.'\n\n\n                             SECTION 8Miscellaneous\n         8.1      Certain Definitions.  As used in this Agreement:\n\n                  (a) The term  'Beneficial  Ownership'  shall have the  meaning\ncomprehended  by  Section  13(d)(3)  of the  Exchange  Act  and  the  rules  and\nregulations promulgated thereunder.\n\n                  (b) The term 'Change of Control' shall mean (i) an acquisition\nof Voting Stock by a Person or Group (other than the Company or its  affiliates)\nin a purchase or transaction or series of related  purchases or  transactions if\nimmediately  thereafter  such Person or Group has  Beneficial  Ownership of more\nthan fifty  percent  (50%) of the combined  voting power of the  Company's  then\noutstanding  Voting Stock;  (ii) the  execution of an agreement  providing for a\ntender offer, merger, consolidation or reorganization, or series of such related\ntransactions  involving  the Company,  unless the  stockholders  of the Company,\nimmediately  after such transaction or transactions are the Beneficial Owners of\nat least fifty percent  (50%) of the Voting Stock;  (iii) a change or changes in\nthe membership of the Company's Board of Directors which represent a change of a\nmajority or more of such membership  during any twelve month period (unless such\nchange or changes in  membership  are caused by the actions of the then existing\nBoard of Directors and do not occur within  twelve  months of the  commencement,\nthreat or  proposal  of an  Election  Contest  (as such term is  defined in Rule\n14a-11  of  Regulation  14A  under  the  Exchange  Act),  tender  offer or other\ntransaction which would constitute a Change of Control under (i) or (ii) of this\nSection  8.1(a));  or (iv) a sale of all or  substantially  all of the Company's\nassets.\n\n                  (c) The term 'Group'  shall have the meaning  comprehended  by\nSection13(d)(3)  of the Exchange Act and the rules and  regulations  promulgated\nthereunder.\n\n                  (d)  The  term  'Insolvency  Proceeding'  shall  mean  (i)  an\nassignment  for the  benefit of  creditors,  (ii) the filing by the Company of a\npetition  to  have  the  Company  adjudged  insolvent,  bankrupt  or  seeking  a\nreorganization or liquidation  under any law relating to bankruptcy,  insolvency\nor  receivership,  (iii) an  appointment  of a receiver  or  trustee  for all or\nsubstantially  all of the assets of the  Company  unless  appointed  without the\nCompany's  consent,  in which case if after sixty (60) days such appointment has\nnot been vacated or stayed,  (iv) a public admission in writing of the Company's\ninability  to pay its debts as they come due,  or (v) the  adoption of a plan of\nliquidation or dissolution by the Board of Directors of the Company.\n\n                  (e) The  term  'Person'  shall  mean any  person,  individual,\ncorporation,   partnership,  trust  or  other  non-governmental  entity  or  any\ngovernmental agency, court,  authority or other body (whether foreign,  federal,\nstate, local or otherwise).\n\n                  (f) The term  'Voting  Stock'  means the Common  Stock and any\nother securities  issued by the Company having the ordinary power to vote in the\nelection of directors of the Company  (other than  securities  having such power\nonly upon the happening of a contingency).\n\n\n\n         8.2 Best Efforts.  Each of the Company and the Purchaser  shall use its\nbest  efforts to take all actions  required  under any law,  rule or  regulation\nadopted  subsequent  to the date  hereto to ensure  that the  conditions  to the\nClosing set forth herein are satisfied on or before the Closing Date.\n\n         8.3 Governing Law. This Agreement  shall be governed in all respects by\nthe internal laws of the State of New York as applied to contracts  entered into\nsolely between  residents of, and to be performed  entirely within,  such state,\nand without reference to principles of conflicts of laws or choice of laws.\n\n         8.4  Survival;   Termination  of  Covenants.  The  representations  and\nwarranties in Sections 3 and 4 of this  Agreement  shall not survive the Closing\nexcept for the  representations  and  warranties  in Sections  4.3,  4.7 and 4.9\nhereof,  which shall continue to survive.  The covenants of the Purchaser  under\nSections 7.1 and 7.2 hereof  shall  terminate on the earlier of (A) such time as\nofficers,  directors and affiliates of the Company have Beneficial  Ownership of\nless than  thirty-three  percent  (33%) of the voting  power of the  outstanding\nVoting  Stock,  (B)  the  disposal  by  Purchaser  of  all of  the  Shares,  (C)\ntermination  of that  certain  Master  Agreement  between  Qwest  Communications\nCorporation  and Purchaser  dated as of the date of this  Agreement,  or (D) the\nfifth  anniversary of this Agreement.  Section 7.3 shall terminate on the second\nanniversary of this Agreement.\n\n         8.5  Successors and Assigns.  This Agreement  shall be binding upon and\nshall inure to the benefit of the parties hereto and their respective successors\nand assigns.\n\n         8.6 Entire  Agreement;  Amendment.  This Agreement and the Registration\nRights  Agreement  constitute  the full and entire  understanding  and agreement\nbetween the parties  with  regard to the subject  matter  hereof and thereof and\nsupersede all prior agreements and understandings  among the parties relating to\nthe subject  matter  hereof.  Neither this  Agreement nor any term hereof may be\namended,  waived,  discharged or terminated  other than by a written  instrument\nsigned by the party  against whom  enforcement  of any such  amendment,  waiver,\ndischarge or termination is sought.\n\n         8.7 Notices.  All notices,  requests,  demands or other  communications\nwhich are required or may be given pursuant to the terms of this Agreement shall\nbe in writing  and shall be deemed to have been duly  given:  (i) on the date of\ndelivery if  personally  delivered  by hand,  (ii) upon the third day after such\nnotice is (a)  deposited in the United  States mail,  if mailed by registered or\ncertified mail,  postage  prepaid,  return receipt  requested,  or (b) sent by a\nnationally  recognized  overnight  express  courier,  or (iii) by facsimile upon\nwritten  confirmation  (other than the automatic  confirmation  that is received\nfrom the  recipient's  facsimile  machine) of receipt by the  recipient  of such\nnotice:\n\n                  (a)      if to the Company, to it at:\n\n                           Qwest Communications International Inc.\n                           700 Qwest Tower\n                           555 Seventeenth Street\n                           Denver, CO  80202\n                           Facsimile Number:  (303) 992-1772\n                           Attention: Chief Financial Officer\n\n               with a copy  addressed  as set forth  above but to the  attention\nof General  Counsel  Facsimile Number:  (303) 992-1044\n\n               and with an additional copy to:\n\n                           Steven L. Grossman\n                           O'Melveny &amp; Myers LLP\n                           1999 Avenue of the Stars\n                           Los Angeles, California 90067-6035\n                           Facsimile Number:  (310) 246-6779\n\n                  (b)      if to the Purchaser, to it at:\n\n                           Microsoft Corporation\n                           One Microsoft Way\n                           Building 8 North Office 2211\n                           Redmond, WA  98052\n                           Attention:  Chief Financial Officer\n                           Facsimile Number:  (425) 936-7369\n\n              with a copy  addressed as set forth above but to the  attention of\nGeneral  Counsel,  Finance and Administration, Facsimile Number: (425) 869-1327\n\n                  with a copy to:\n\n                           Richard B. Dodd\n                           Preston Gates &amp; Ellis LLP\n                           5000 Columbia Center\n                           701 Fifth Avenue\n                           Seattle, WA 98104-7078\n                           Facimile Number:  (206) 623-7022\n\n         8.8  Brokers.  (a)  The  Company  has  not  engaged,  consented  to  or\nauthorized any broker, finder or intermediary to act on its behalf,  directly or\nindirectly,  as  a  broker,  finder  or  intermediary  in  connection  with  the\ntransactions  contemplated  by this  Agreement.  The  Company  hereby  agrees to\nindemnify and hold harmless the Purchaser from and against all fees, commissions\nor other payments owing to any party acting on behalf of the Company hereunder.\n\n                  (b) The Purchaser has not engaged,  consented to or authorized\nany broker, finder or intermediary to act on its behalf, directly or indirectly,\nas a  broker,  finder  or  intermediary  in  connection  with  the  transactions\ncontemplated  by this  Agreement.  The Purchaser  hereby agrees to indemnify and\nhold  harmless  the  Company  from and against  all fees,  commissions  or other\npayments owing to any party acting on behalf of the Purchaser hereunder.\n\n         8.9 Fees, Costs and Expenses.  All fees, costs and expenses  (including\nattorneys' fees and expenses) incurred by either party hereto in connection with\nthe   preparation,   negotiation   and  execution  of  this  Agreement  and  the\nRegistration   Rights   Agreement  and  the  consummation  of  the  transactions\ncontemplated hereby and thereby, shall be the sole and exclusive  responsibility\nof such party.\n\n         8.10 Severability.  If any term, provision,  covenant or restriction of\nthis  Agreement  or the  Registration  Rights  Agreement  is held by a court  of\ncompetent  jurisdiction to be invalid,  void or unenforceable,  the remainder of\nthe terms, provisions,  covenants and restriction of this Agreement shall remain\nin  full  force  and  effect  and  shall  in no way  be  affected,  impaired  or\ninvalidated.\n\n         8.11  Counterparts.  This  Agreement  may be  executed  in two or  more\npartially or fully executed  counterparts  and by facsimile  signatures  each of\nwhich shall be deemed an original and shall bind the signatory, but all of which\ntogether  shall  constitute but one and the same  instrument.  The execution and\ndelivery of a  Signature  Page - Common  Stock  Purchase  Agreement  in the form\nattached to this Agreement by any party hereto who shall have been furnished the\nfinal form of this Agreement shall constitute the execution and delivery of this\nAgreement by such party.\n\n         8.12 Initial Public  Announcement.  The Company and the Purchaser shall\nagree on the form and content of the initial public  announcement which shall be\nmade concerning  this Agreement and the  Registration  Rights  Agreement and the\ntransactions  contemplated  hereby and thereby,  and neither the Company nor the\nPurchaser shall make such public announcement  without the consent of the other,\nexcept as required by law.\n\n\n\n                 SIGNATURE  PAGE--COMMON  STOCK  PURCHASE  AGREEMENT  \n\n     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be\nexecuted by their respective authorized officers as of the date set forth above.\n\n                                 MICROSOFT CORPORATION,\n                                 a Washington corporation\n\n\n                                 By: \/s\/ Gregory B. Maffei      \n                                 Name: Gregory B. Maffei                       \n                                 Title: Vice President and Chief Financial\n                                        Officer                         \n\n\n                                QWEST COMMUNICATIONS INTERNATIONAL INC.,\n                                 a Delaware corporation\n\n\n                                 By: \/s\/ Robert S. Woodruff\n                                 Name:  Robert S. Woodruff\n                                 Title: Executive Vice President - Finance and \n                                        Chief Financial Officer\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221,8630],"corporate_contracts_industries":[9513,9519],"corporate_contracts_types":[9622,9627],"class_list":["post-43360","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_companies-qwest-communications-international-inc","corporate_contracts_industries-technology__software","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43360","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43360"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43360"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43360"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43360"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}