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SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
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        A. At the Closing, (a) CII or its designee shall pay to the Holder an
amount equal to the product of (i) the Purchase Price, and (ii) the number of
shares of Common Stock that are to be purchased and sold at the Closing, in
immediately available funds by wire transfer or certified bank check; and (b)
the Holder shall deliver to CII or its designee one or more certificates
evidencing the Common Stock to be purchased and sold at the Closing, together
with duly executed assignments separate from certificate in form and substance
sufficient to effectuate the transfer of such Common Stock to CII or its
designee, together with a certificate of the Holder and its Permitted
Transferee, if applicable, reaffirming the representations in Section 5.

        B. The closing (the "Closing") shall be held at the offices of Irell &
Manella LLP in Los Angeles, California, on a Business Day selected by CII (as to
which prompt written notice is to be given to the Holder) no later than 30
Business Days after the delivery of notice that the Put Option is being
exercised, or at such other time and place as the Holder and CII may agree. The
Holder and CII will cooperate so as to permit all documents required to be
delivered at the Closing to be delivered by mail, delivery service, courier, or
other agreed-upon method without requiring either party or his or its
representatives to be physically present at the Closing.

5. Adjustment for Exchange, Reorganizations, etc.

        A. Upon a reorganization, merger or consolidation of CII with one or
more other corporations or entities (any of the foregoing, a "Business
Combination") pursuant to which outstanding shares of Common Stock are converted
into or exchanged solely for any other security ("Replacement Securities"), the
Put Option shall cease to be exercisable with respect to the securities that
previously constituted "Common Stock" and shall instead be automatically
converted into an option to sell such number of shares or units of Replacement
Securities issued in exchange for the Common Stock pursuant to such Business
Combination at a price per share or unit of Replacement Securities equal to the
aggregate Purchase Price for all Common Stock immediately prior to such
effectiveness divided by the number of shares or units of Replacement Securities
subject to the Put Option immediately following such effectiveness unless such
Replacement Securities are securities of CCI or another entity and are publicly
traded on a national securities exchange or on NASDAQ, in which case this put
shall immediately terminate and be of no further force or effect. Any
Replacement Securities that become subject to the Put Option pursuant to this
Section 5.A shall constitute "Common Stock" for purposes of this Agreement.

        B. In the event of any proposed Business Combination pursuant to which
the outstanding Common Stock will be converted into a right to receive
consideration in whole or in part other than securities of CII or Replacement
Securities, (i) CII will provide notice thereof to the Holder at least twenty
(20) days prior to consummation of such Business Combination and (ii) the Put
Option will expire two days prior to such consummation except with respect to
any shares of Common Stock that are specified in a put notice delivered by the
Holder pursuant to Section 2 prior to such date. If the Holder delivers a notice
pursuant to Section 2 after its receipt of a notice from CII pursuant to this
Section 5.B, the purchase and sale of any of the Common Stock specified in the
Holder's notice may be conditioned at the Holder's option on the consummation of
the Business Combination described in CII's notice pursuant to this Section 5.B.


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