FairPoint Communications 2002 Annual Report Download - page 206

accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each
Holder of Securities, Exchange Securities equal in principal amount to the
Securities of such Holder so accepted for exchange.
(e) The Initial Purchasers and the Company acknowledge that, pursuant to
current interpretations by the Commission's staff of Section 5 of the Act, and
in the absence of an applicable exemption therefrom, each Exchanging Dealer is
required to deliver a Prospectus in connection with a sale of any Exchange
Securities received by such Exchanging Dealer pursuant to the Registered
Exchange offer in exchange for Securities acquired for its own account as a
result of market-making activities or other trading activities. Accordingly, the
Company shall, to the extent permitted by the Commission:
(i) include the information set forth in Annex A hereto on the cover
of the Exchange Offer Registration Statement, in Annex B hereto in the
forepart of the Exchange Offer Registration Statement in a section setting
forth details of the Exchange Offer, in Annex C hereto in the underwriting
or plan of distribution section of the Prospectus forming a part of the
Exchange Offer Registration Statement, and in Annex D hereto in the Letter
of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) use its best efforts to keep the Exchange Offer Registration
Statement continuously effective under the Act during the Exchange Offer
Registration Period for delivery by Exchanging Dealers in connection with
sales of Exchange Securities received pursuant to the Registered Exchange
Offer, as contemplated by Section 4(h) below.
(f) In the event that any Initial Purchaser determines that it is not
eligible to participate in the Registered Exchange Offer with respect to the
exchange of Securities constituting any portion of an unsold allotment, at the
request of such Initial Purchaser, the Company shall issue and deliver to such
Initial Purchaser or the party purchasing Exchange Securities registered under a
Shelf Registration Statement as contemplated by Section 3 hereof from such
Initial Purchaser, in exchange for such Securities, a like principal amount of
Exchange Securities. The Company shall seek to cause the CUSIP Service Bureau to
issue the same CUSIP number for such Exchange Securities as for Exchange
Securities issued pursuant to the Registered Exchange Offer.
3. SHELF REGISTRATION. If, (i) because of any change in law or applicable
interpretations thereof by the Commission's staff, the Company determines upon
advice of its outside counsel that it is not permitted to effect the Registered
Exchange Offer as
5
contemplated by Section 2 hereof, or (II) for any other reason the Exchange
Offer Registration Statement is not declared effective within 180 days after the
Closing Date or the Registered Exchange Offer is not consummated within 210 days
after the Closing Date, or (III) any Initial Purchaser so requests with respect
to Securities (or any Exchange Securities received pursuant to Section 2(f)) not
eligible to be exchanged for Exchange Securities in a Registered Exchange Offer
or, in the case of any Initial Purchaser that participates in any Registered
Exchange Offer, such Initial Purchaser does not receive freely tradeable
Exchange Securities, or (IV) any Holder (other than an Initial Purchaser) is not
eligible to participate in the Registered Exchange Offer or (V) in the case of
any such Holder that participates in the Registered Exchange Offer, such Holder
does not receive freely tradable Exchange Securities in exchange for tendered
Securities, other than by reason of such Holder being an Affiliate of the
Company within the meaning of the Act (it being understood that, for purposes of
this Section 3, (X) the requirement that an Initial Purchaser deliver a
Prospectus containing the information required by Items 507 and/or 508 of
Regulation S-K under the Act in connection with sales of Exchange Securities
acquired in exchange for such Securities shall result in such Exchange
Securities being not "freely tradeable" but (Y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of Exchange