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Exhibit 2.p
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is entered into as of the 3rd day
of May, 1999, between ▇▇▇▇ ▇. Efron (the "Trustee"), not in his individual
capacity, but solely as trustee of Amdocs Automatic Common Exchange Security
Trust (previously known as Eighth Automatic Common Exchange Security Trust), a
trust organized and existing under the laws of New York (the "Trust"), and
▇▇▇▇▇▇▇, Sachs & Co.
(the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
PURCHASE AND SALE OF THE SECURITY
1.1 SALE AND ISSUANCE OF THE SECURITY. Subject to the terms
and conditions of this Agreement, the Trustee agrees to sell to the Purchaser,
and the Purchaser agrees to purchase from the Trustee, one Trust Automatic
Common Exchange Security, representing an undivided beneficial interest in the
Trust (the "Security") at an aggregate purchase price of $100.
1.2 CLOSING. The purchase and sale of the Security (the
"Closing") shall take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 9:30 a.m., on May 3, 1999, or at such other time
(the "Closing Date") and place as the Trustee and the Purchaser mutually agree
upon. At or after the Closing, the Trustee shall deliver to the Purchaser a
certificate representing the Security, registered in the name of the Purchaser
or its nominee. Payment for the Security shall be made on or prior to the
Closing Date by the Purchaser by bank wire transfers or by delivery of certified
or official bank checks, in either case in immediately available funds, of an
amount equal to the purchase price of the Security.
2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER.
The Purchaser hereby represents and warrants to, and covenants for the benefit
of, the Trust that:
2.1 PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made
by the Trustee with the Purchaser in reliance upon the Purchaser's
representation to the Trustee, which by the Purchaser's execution of this
Agreement the
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Purchaser hereby confirms, that the Security is being acquired for investment
for the Purchaser's own account, and not as a nominee or agent and not with a
view to the resale or distribution by the Purchaser of the Security, and that
the Purchaser has no present intention of selling, granting any participation
in, or otherwise distributing the Security, in either case in violation of any
securities registration requirement under applicable law, but subject
nevertheless, to any requirement of law that the disposition of its property
shall at all times be within its control. By executing this Agreement, the
Purchaser further represents that the Purchaser does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person, with respect to the
Security.
2.2 INVESTMENT EXPERIENCE. The Purchaser acknowledges that it
can bear the economic risk of the investment for an indefinite period of time
and has such knowledge and experience in financial and business matters (and
particularly in the business in which the Trust operates) as to be capable of
evaluating the merits and risks of the investment in the Security. The Purchaser
is an "accredited investor" as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the "Act").
2.3 RESTRICTED SECURITIES. The Purchaser understands that the
Security is characterized as a "restricted security" under the United States
securities laws inasmuch as it is being acquired from the Trustee in a
transaction not involving a public offering and that under such laws and
applicable regulations the Security may be resold without registration under the
Act only in certain circumstances. In this connection, the Purchaser represents
that it understands the resale limitations imposed by the Act and is generally
familiar with the existing resale limitations imposed by Rule 144.
2.4 FURTHER LIMITATIONS ON DISPOSITION.
(a) The Purchaser further agrees not to make any disposition
directly or indirectly of all or any portion of the Security unless and until:
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(i) There is then in effect a registration
statement under the Act covering such proposed disposition and such disposition
is made in accordance with such registration statement; or
(ii) The Purchaser shall have furnished the
Trustee with an opinion of counsel, reasonably satisfactory to the Trustee, that
such disposition will not require registration of such Securities under the Act;
or
(b) Notwithstanding the provisions of subsection (a) above, no
such registration statement or opinion of counsel shall be necessary for a
transfer by the Purchaser to any affiliate of the Purchaser, if the transferee
agrees in writing to be subject to the terms hereof to the same extent as if it
were the original Purchaser hereunder.
2.5 LEGENDS. It is understood that the certificate evidencing
the Security may bear either or both of the following legends:
(a) "These securities have not been registered under the
Securities Act of 1933. They may not be sold, offered for sale, pledged
or hypothecated in the absence of a registration statement in effect
with respect to the securities under such Act or an opinion of counsel
reasonably satisfactory to the Trustee of Amdocs Automatic Common
Exchange Security Trust that such registration is not required."
(b) Any legend required by the laws of any other applicable
jurisdiction.
The Purchaser and the Trustee agree that the legend contained
in the paragraph (a) above shall be removed at a holder's request when it is no
longer necessary to ensure compliance with federal securities laws.
2.6 AMENDMENT TO TRUST AGREEMENT; SPLIT OF THE SECURITIES. The
Purchaser consents to (a) the execution and delivery by the Trustee and ▇▇▇▇▇▇▇,
▇▇▇▇▇ & Co., as sponsor of the Trust, of an Amended and Restated Trust Agreement
in such form as the Trustee may deem appropriate, and (b) the split of the
Purchaser's Security. Subsequent to the
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determination of the public offering price per Security and related underwriting
discount for the Securities to be sold to the Underwriters (as defined in the
aforementioned Amended and Restated Trust Agreement) but prior to the sale of
the Securities to the Underwriters, the Security purchased hereby shall be split
into a greater number of Securities so that immediately following such split the
value of each Security held by the Purchaser will equal the aforesaid public
offering price less the related underwriting discount.
2.7 COUNTERPARTS. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
TRUSTEE
/s/ ▇▇▇▇ ▇. Efron
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▇▇▇▇ ▇. Efron
as Trustee
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
/s/ ▇▇▇▇▇▇▇, Sachs & Co.
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▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
as Purchaser