{"id":43620,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/share-transfer-restriction-agreement-global-crossing-ltd-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"share-transfer-restriction-agreement-global-crossing-ltd-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/share-transfer-restriction-agreement-global-crossing-ltd-and.html","title":{"rendered":"Share Transfer Restriction Agreement &#8211; Global Crossing Ltd. and Frontier Corp. Shareholders"},"content":{"rendered":"<pre>\n                       SHARE TRANSFER RESTRICTION AGREEMENT\n\n\n          SHARE TRANSFER RESTRICTION AGREEMENT, dated as of September 2, 1999\n(this 'Agreement'), among certain shareholders listed on the signature pages\nhereto of Global Crossing Ltd., a company formed under the laws of Bermuda\n(the 'Global Shareholders' and 'Global', respectively) and certain\nshareholders listed on the signature pages hereto of Frontier Corporation, a\nNew York corporation (the 'Frontier Shareholders' and 'Frontier',\nrespectively) on the one hand, and Global on the other hand.  The Global\nShareholders and Frontier Shareholders are referred to herein collectively as\nthe 'Shareholders'.\n\n     A.   Global, Frontier and GCF Acquisition Corp. ('Merger Sub') are\nparties to that certain Agreement and Plan of Merger, dated as of March 16,\n1999, as amended by Consent and Amendment No. 1, dated as of May 16, 1999,\nand by Amendment No. 2, dated as of September 2, 1999 (as amended, the\n'Merger Agreement'), providing for, among other things, the merger of Merger\nSub with and into Frontier (the 'Merger').\n\n     B.   Each Global Shareholder beneficially owns shares of Common Stock,\npar value $.01 per share, of Global (the 'Global Common Stock'). Each\nFrontier Shareholder beneficially owns shares of Common Stock, par value\n$1.00 per share, of Frontier (the 'Frontier Common Stock').  Upon\nconsummation of the Merger, each share of Frontier Common Stock will be\nconverted into the right to receive shares of Global Common Stock as set\nforth in the Merger Agreement and each Frontier Shareholder shall\nbeneficially own shares of Global Common Stock as a result of the\nconsummation of the transactions contemplated by the Merger Agreement.  All\nsuch shares of Frontier Common Stock, together with any other shares of\ncapital stock of Frontier any such Frontier Shareholder acquires prior to the\nEffective Time (as defined in the Merger Agreement) of the Merger and the\nshares of Global Common Stock received by each Frontier Shareholder in the\nMerger and all such shares of Global Common Stock held by each Global\nShareholder, together with any other shares of capital stock of Global any\nsuch Shareholder hereinafter acquires, are referred to as the 'Subject\nShares'.\n\n     C.   The Shareholders and Global desire to enter into this Agreement to\nprovide for, among other things, certain restrictions on the sale or other\ntransfer of the record ownership or the beneficial ownership, or both, of the\nSubject Shares from the date hereof until the termination of this Agreement.\n\n\n\n     D.   Each Shareholder acknowledges that Global and Frontier are entering\ninto Amendment No. 2 to the Merger Agreement in reliance on the covenants and\nother agreements of the Shareholders set forth in this Agreement.\n\n                                   AGREEMENT\n\n          NOW THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements herein contained, and intending to be legally bound\nhereby, the parties hereto hereby agree as follows:\n\n          SECTION 1.      Covenants of the Shareholders.\n\n          1.1  Transfer of Subject Shares.  During the term of this\nAgreement, each Shareholder shall not transfer record ownership or beneficial\nownership, or both, of any Subject Shares; provided, that each Shareholder\nshall be permitted to transfer ownership of Subject Shares (i) in connection\nwith donations to charitable organizations, (ii) pledges or similar security\narrangements with third party lenders, (iii) if consented to, prior to the\nEffective Time, by Global and Frontier, (iv) if consented to, subsequent to\nthe Effective Time, by a committee (the 'Committee') of the Board of\nDirectors of Global consisting of one former representative of Frontier (the\n'Frontier Representative') and one Global member (such consent not to be\nunreasonably withheld), (v) in connection with a qualified or other domestic\nrelations order or other judicial order, and (vi) in connection with\ntransfers made solely for estate planning purposes, so long as the transferee\nagrees in writing to be bound by the terms of this Agreement.  For the\npurpose of this Agreement, the term 'transfer' means a sale, an assignment, a\ngrant, a transfer, or other disposition of any Subject Shares or any interest\nof any nature in any Subject Shares, including, without limitation, the\n'beneficial ownership' of such Subject Shares (as determined pursuant to\nRegulation 13D-G under the Securities Exchange Act of 1934, as amended).\n\n          1.2  Further Assurances.  Each Shareholder shall execute and\ndeliver during the term of this Agreement, such further certificates,\nagreements and other documents as Global determines in its sole discretion\nare necessary or appropriate to implement the restrictions on transfer of the\nSubject Shares contained in Section 1.1 hereof.\n\n          SECTION 2.  Representations and Warranties of the Shareholders. \nEach Shareholder severally represents and warrants to Global as follows:\n\n          2.1  Power and Authority.  Each Shareholder has all requisite power\nand authority to execute and deliver and perform its obligations under this\nAgreement.\n\n          2.2  Authorization; Contravention.  The execution and delivery by\neach Shareholder of this Agreement and the performance by it of its\n\n                                      -2-\n\n\n\nobligations under this Agreement have,  (1) in the case of each Shareholder\nthat is a corporation, been duly authorized by all necessary corporate action\nand  (2) do not and will not conflict with or result in a violation pursuant\nto,  (A) in the case of each Shareholder that is a corporation, any provision\nof its certificate of incorporation or bylaws, or similar organizational\ndocument, or (B) any loan or credit agreement, note, mortgage, bond,\nindenture, lease, benefit plan or other agreement, obligation, instrument,\npermit, concession, franchise, license, judgment, order, decree, statute,\nlaw, ordinance, rule or regulation applicable to such Shareholder, the\nSubject Shares or any of such Shareholder's other properties or assets.\n\n          2.3  Binding Effect.  This Agreement, when executed and delivered\nby each Shareholder will constitute a valid and binding obligation of such\nShareholder, enforceable against such Shareholder, in accordance with its\nterms, except as such enforceability may be limited by bankruptcy,\ninsolvency, reorganization, moratorium and similar laws relating to or\naffecting creditors' rights generally, by general equity principles,\n(regardless of whether such enforceability is considered in a proceeding in\nequity or at law) or by an implied covenant of good faith and fair dealing.\n\n          2.4  Litigation. There is no action, suit, investigation, complaint\nor other proceeding pending against any Shareholder or, to the knowledge of\nany Shareholder, threatened against any Shareholder or any other entity or\nperson that restricts in any material respect or prohibits (or, if\nsuccessful, would restrict or prohibit) performance by any party of its\nobligations under this Agreement.\n\n          SECTION 3.  Miscellaneous Provisions.\n\n          3.1  No Waivers; Remedies; Specific Performance.  \n\n               3.1.1  No failure or delay by Global in exercising any right,\n          power or privilege under this Agreement shall operate as a waiver\n          of the right, power or privilege.  A single or partial exercise of\n          any right, power or privilege shall not preclude any other or\n          further exercise of the right, power or privilege or the exercise\n          of any other right, power or privilege.  The rights and remedies\n          provided in this Agreement shall be cumulative and not exclusive of\n          any rights or remedies provided by law.\n\n               3.1.2  In view of the uniqueness of the obligations contained\n          in this Agreement and the fact that Global would not have an\n          adequate remedy at law for money damages in the event that any\n          obligation under this Agreement is not performed in accordance with\n          its terms, each of the Shareholders therefore agrees that Global\n          shall be entitled to specific enforcement of the terms of this\n\n\n                                      -3-\n\n\n\n          Agreement in addition to any other remedy to which Global may be\n          entitled, at law or in equity.\n\n          3.2  Amendments, etc.  No amendment, modification, termination, or\nwaiver of any provision of this Agreement, shall be effective unless it shall\nbe in writing and signed and delivered by the Shareholder thereby affected\nand by Global and Frontier if prior to the Effective Time, and by the\nCommittee if subsequent to the Effective Time, and then it shall be effective\nonly in the specific instance and for the specific purpose for which it is\ngiven.\n\n          3.3  Successors and Assigns; Third Party Beneficiaries.\n\n               3.3.1  No party shall assign any of its rights or delegate any\n          of its obligations under this Agreement.  Any assignment or\n          delegation in contravention of this Section 3.3.1 shall be void ab\n          initio and shall not relieve the assigning or delegating party of\n          any obligation under this Agreement.\n\n               3.3.2  The provisions of this Agreement shall be binding upon\n          and inure solely to the benefit of the parties hereto, the express\n          beneficiaries thereof (to the extent provided therein) and their\n          respective permitted heirs, executors, legal representatives,\n          successors and assigns, and no other person.\n\n          3.4  Governing Law.  This Agreement and all rights, remedies,\nliabilities, powers and duties of the parties hereto, shall be governed in\naccordance with the laws of the State of New York without regard to\nprinciples of conflicts of laws.\n\n          3.5  Severability of Provision.  If any term or other provision of\nthis Agreement is invalid, illegal or incapable of being enforced by any law\nor public policy, all other terms and provisions of this Agreement shall\nnevertheless remain in full force and effect so long as the economic or legal\nsubstance of the transactions contemplated hereby is not affected in any\nmanner materially adverse to any party.  Upon such determination that any\nterm or other provision is invalid, illegal or incapable of being enforced,\nthe parties shall negotiate in good faith to modify this Agreement so as to\neffect the original intent of the parties as closely as possible in an\nacceptable manner in order that the transactions contemplated hereby are\nconsummated as originally contemplated to the greatest extent possible.\n\n          3.6 Term.  This Agreement shall be effective as of the date\nspecified in the first paragraph of this Agreement, and shall terminate upon\nthe first to occur of (i) that date which is six months after the Effective\nTime of the Merger and (ii) the termination of the Merger Agreement pursuant\nto Section 7.1 thereof (the 'Termination Date').\n\n                                      -4-\n\n\n\n          3.7  Survival.  Each representation, warranty or covenant shall\nremain in full force and effect until the Termination Date.\n\n          3.8  Submission to Jurisdiction; Waiver.  Each Shareholder and\nGlobal irrevocably agrees that any legal action or proceeding with respect to\nthis Agreement may be brought and determined in the courts of the State of\nNew York, and each Shareholder and Global hereby irrevocably submit with\nregard to any such action or proceeding for itself and in respect to its\nproperty, generally and unconditionally, to the non-exclusive jurisdiction of\nthe aforesaid courts.  Each Shareholder and Global hereby irrevocably waives,\nand agrees not to assert, by way of motion, as a defense, counterclaim or\notherwise, in any action or proceeding with respect to this Agreement, (a)\nany claim that it is not personally subject to the jurisdiction of the above-\nnamed courts for any reason other than the failure to serve process in\naccordance with this Section 3.8, (b) that it or its property is exempt or\nimmune from jurisdiction of any such court or from any legal process\ncommenced in such courts (whether through service of notice, attachment prior\nto judgment, attachment in aid of execution of judgment, execution of\njudgment or otherwise), and (c) to the fullest extent permitted by applicable\nlaw, that (i) the suit, action or proceeding in any such court is brought in\nan inconvenient forum, (ii) the venue of such suit, action or proceeding is\nimproper and (iii) this Agreement, or the subject matter hereof, may not be\nenforced in or by such courts.  This Agreement does not involve less than\n$250,000 and the parties intend that Section 5-1401 of the New York General\nObligations will apply to this Agreement.\n\n          3.9  Waiver of Jury Trial.  Each party,  as a condition of its\nright to enforce or defend any right under or in connection with this\nAgreement, waives any right to a trial by jury in any action to enforce or\ndefend any right under this Agreement and agrees that any action shall be\ntried before a court and not before a jury.\n\n          3.10  Notice.  All notices and other communications hereunder shall\nbe in writing and shall be deemed duly given (1) on the date of delivery if\ndelivered personally, or by telecopy or telefacsimile, upon confirmation of\nreceipt, (2) on the first business day following the date of dispatch if\ndelivered by a recognized next-day courier service, or (3) on the tenth\nbusiness day following the date of mailing if delivered by registered or\ncertified mail, return receipt requested, postage prepaid.  All notices\nhereunder shall be given to Global and Frontier at its address stated in\nSection 8.2 of the Merger Agreement and all notices to the Shareholders shall\nbe given at their respective addresses in the records of Global, or Frontier,\nas the case may be, or, in each case, at any other address as the party may\nspecify for this purpose by notice to the other parties.\n\n\n\n\n                                      -5-\n\n\n\n          3.11  Counterparts.  This Agreement may be signed in any number of\ncounterparts, each of which shall be an original, with the same effect as if\nall signatures were on the same instrument.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -6-\n\n\n\nIN WITNESS WHEREOF, the parties have executed and delivered this Agreement as\nof the date first written above.\n\n                          GLOBAL SHAREHOLDERS\n\n\n                                  \/s\/ William Carter, Jr.                  \n                                  Name:     William Carter, Jr.\n\n                                  \/s\/ Dan Cohrs                       \n                                  Name:     Dan Cohrs\n\n                                  \/s\/ John Comparin                   \n                                  Name:     John Comparin\n\n                                  \/s\/ Wallace S. Dawson               \n                                  Name:     Wallace S. Dawson\n\n                                  \/s\/ James Gorton                    \n                                  Name:     James Gorton\n\n                                  \/s\/ Robert Sheh                     \n                                  Name:     Robert Sheh\n\n                                  \/s\/ Thomas J. Casey                 \n                                  Name:     Thomas J. Casey\n\n                                  \/s\/ Jack M. Scanlon                 \n                                  Name:     Jack M. Scanlon\n\n                                  \/s\/ Robert Annunziata                     \n                                  Name:     Robert Annunziata\n\n                                  \/s\/ William E. Conway               \n                                  Name:     William E. Conway\n\n                                  \/s\/ Dean C. Kehler                  \n                                  Name:     Dean C. Kehler\n\n                                  \/s\/ Geoffrey J.W. Kent              \n                                  Name:     Geoffrey J.W. Kent\n\n                                  \/s\/ Jay R. Levine                   \n                                  Name:     Jay R. Levine\n\n                                      -2-\n \n\n\n\n                                  \/s\/ William P. Phoenix              \n                                  Name:     William P. Phoenix\n\n                                  \/s\/ Bruce Raben                     \n                                  Name:     Bruce Raben\n\n\n                                  FRONTIER SHAREHOLDERS\n\n                                  \/s\/ Robert Barrett                  \n                                  Name:     Robert Barrett\n\n                                  \/s\/ Joseph P. Clayton                    \n                                  Name:     Joseph P. Clayton\n\n                                  \/s\/ Rolla P. Huff                   \n                                  Name:     Rolla P. Huff\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                      -4-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9626],"class_list":["post-43620","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43620","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=43620"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43620"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43620"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43620"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}