Common use of Underwriting Agreements Clause in Contracts

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2 or Section 3, the Company and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the Holders holding a majority of the Registrable Securities to be included in such Underwritten Offering and the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 8. The Holders holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 shall enter into such an underwriting agreement at the request of the Company. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or as the underwriters may reasonably request; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested by the underwriters.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2 2.1 or Section 32.2, the Company Arris HoldCo and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to the CompanyArris HoldCo, the Holders holding of a majority of each class of the Registrable Securities to be included in such Underwritten Offering Offering, Investor and its Affiliates that are Holders, and the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 82.9. The Holders holding of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 shall 2.4 shall, at Arris HoldCo’s request, enter into such an underwriting agreement at that contains such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the request recipient thereof than those provided in Section 2.9. All of the Companyrepresentations and warranties by, and the other agreements on the part of, Arris HoldCo to and for the benefit of such underwriters included in each such underwriting agreement shall also be made to and for the benefit of such Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company Arris HoldCo or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Holders Registrable Securities, such Holder's ’s intended method of distribution and any other representations required by law or as the underwriters may reasonably request; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested by the underwritersLaw.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders Shareholders pursuant to a Registration under Section 2 2.2 or Qualified Secondary Underwritten Offering under Section 32.1, the Company and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, the Holders holding a majority of the each Shareholder with Registrable Securities to be included in such Underwritten Offering or Qualified Secondary Underwritten Offering, and the underwriters, and to . Such agreement shall contain such representations and warranties by the Company and such other terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 82.9. The Holders holding any Each Shareholder with Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 or Qualified Secondary Underwritten Offering by such underwriters shall enter into such an underwriting agreement at the request of the Company. No Holder All of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Shareholders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Shareholders. Notwithstanding the foregoing, (x) no Shareholder shall be required in any such underwriting agreement to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding such HolderShareholder, such Holder's Shareholder’s Registrable Securities, such Holder's Shareholder’s intended method of distribution and any other representations required by law law, and (y) the liability of each such Shareholder to any underwriter under such underwriting agreement will be limited to liability arising from misstatements or as omissions regarding such Shareholder and its intended method of distribution and any such liability shall not exceed an amount equal to the underwriters may reasonably requestamount of net proceeds such Shareholder derives from such registration; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested in an offering by the underwritersCompany in which any Shareholder requests to be included in a Piggyback Registration, the Company shall use its commercially reasonable efforts to arrange the terms of the offering such that the provisions set forth in clauses (x) and (y) of this Section 2.6 are true.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2 or Section 3, the Company and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the Holders holding a majority of the Registrable Securities to be included in such Underwritten Offering and the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 8. The Holders holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 shall enter into such an underwriting agreement at the request of the Company. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or as the underwriters may reasonably request; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested by the underwriters.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2 or Section 3, the Company and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the Holders holding a majority of the Registrable Securities to be included in such Underwritten Offering and the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 8. The Holders holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 shall enter into such an underwriting agreement at the request of the Company. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or as the underwriters may reasonably request; provided, however, that each Holder agrees to execute customary powers of -------- ------- attorney, custody agreements and other forms or documents reasonably requested by the underwriters.

Underwriting Agreements. If requested by In connection with each Offering, one or more of the underwriters for issuer, one or more shareholders of the issuer, or any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2 seller, guarantor or Section 3, insurer of the Company and the Holders of Registrable Securities to be included therein shall will enter into an underwriting or purchase agreement and may enter into an associated terms agreement or similar agreement (collectively, the "Underwriting Agreement") with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"). We as sole representative of the Underwriters or we and one or more other representatives of the Underwriters as are named in the Invitation, as the case may be, are herein referred to as the "Representatives". The Underwriting Agreement shall be in the form (with all such underwritersadditions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such agreement other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for your review in our office) as soon as practicable. By your Acceptance, you agree and authorize us to agree to purchase on your behalf, in accordance with the terms of the Underwriting Agreement, (a) the amount of the Securities set forth opposite your name in the Underwriting Agreement (which amount may exceed the amount set forth in the Invitation by not more than 20% as a result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus the amount of any Securities that you may become obligated to purchase, other than the amount of any Over-Allotment Securities or Additional Securities, pursuant to Section 5 hereof (collectively, your "Initial Commitment"), plus (b) the amount of any Over-Allotment Securities that you may become obligated to purchase by reason of the exercise of an option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof), plus (c) the amount of any Additional Securities that you may become obligated to purchase by reason of purchases for your account made pursuant to any Inter- Syndicate Agreements (including any such Securities purchased pursuant to Section 5 hereof), less (d) the amount of any Securities contracted to be reasonably satisfactory sold pursuant to any Delayed Delivery Contracts ("contract Securities") allocated to you in substance accordance with the last paragraph of Section 6 hereof. The Securities that, after adding any such increases to and form subtracting any such decrease from your Initial Commitment, you are obligated to purchase pursuant to the Company, Underwriting Agreement and any Inter-Syndicate Agreements are herein referred to collectively as "your Securities". The percentage that an Underwriter's Initial Commitment bears to the Holders holding a majority aggregate Initial Commitments of all of the Registrable Underwriters is hereinafter referred to as the "Initial Commitment Percentage" of such Underwriter. Your Acceptance shall also constitute (i) your representation that your commitment to purchase your Securities will not result in a violation of the financial responsibility requirements of Rule 15c3-1 (or any successor provision) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar requirements of the National Association of Securities Dealers, Inc. ("NASD"), if you are a member, or of any securities exchange to be included which you belong; (ii) your confirmation that the information that you have given or are deemed to have given in such Underwritten Offering and the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect response to the business of Master Underwriters' Questionnaire, attached as Exhibit A hereto, is correct; and (iii) your consent to the Company and its subsidiaries and the inclusion in any registration statement, prospectus or offering circular (as hereinafter defined) in connection with an Offering, as such may be amended or supplemented, of a reference to you as one of the Underwriters of the Securities and documents, if any, incorporated of certain information that you have given or are deemed to be incorporated by reference therein, have given in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar response to the Registrable SecuritiesMaster Underwriters' Questionnaire. You agree to notify us immediately of any development before the termination of this Agreement with respect to any Offering which makes untrue or incomplete any information that you have given or are deemed to have given in response to the Master Underwriters' Questionnaire, and indemnities no less favorable you consent to the recipient thereof than those provided in Section 8. The Holders holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 shall enter into such an underwriting agreement at the request inclusion of the Companyinformation with respect to such development in such registration statement, prospectus or offering circular. No Holder In the event that the Securities include debt obligations maturing serially, your Securities shall be required include, subject to any adjustments provided for in any the Underwriting Agreement or in the Invitation, a principal amount of each series of such underwriting agreement to make any representations or warranties to or agreements with debt obligations that equals your Initial Commitment Percentage of the Company or the underwriters other than representations, warranties or agreements regarding aggregate principal amount of such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or as the underwriters may reasonably request; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested by the underwritersseries.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2 2.1 or Section 32.2, the Company Arris HoldCo and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to the CompanyArris HoldCo, the Holders holding of a majority of each class of the Registrable Securities to be included in such Underwritten Offering Offering, Seller and its Affiliates that are Holders, and the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 82.9. The Holders holding of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 shall 2.4 shall, at Arris HoldCo’s request, enter into such an underwriting agreement at that contains such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the request recipient thereof than those provided in Section 2.9. All of the Companyrepresentations and warranties by, and the other agreements on the part of, Arris HoldCo to and for the benefit of such underwriters included in each such underwriting agreement shall also be made to and for the benefit of such Holders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Holders. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company Arris HoldCo or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Holders Registrable Securities, such Holder's ’s intended method of distribution and any other representations required by law or as the underwriters may reasonably request; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested by the underwritersLaw.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders underwritten offering pursuant to a registration contemplated by Section 2 1(b) or Section 32, the Company shall enter into a customary underwriting agreement with the underwriters for such offering. Any such underwriting agreement shall contain such representations and warranties by the Holders Company and such other terms and provisions as are customarily contained in agreements of this type, including, without limitation, indemnities to the effect and to the extent provided in Section 6. In the case of an underwritten offering under Section 1(b) or 2, the holders of the Registrable Securities to be included therein in such offering shall enter into an be parties to such underwriting agreement with and the Company's obligations under such underwritersSections shall be expressly conditioned upon such holders' participation in any such underwriting and the inclusion of their Registrable Securities in any such underwriting to the extent provided herein. If any holder does not agree to the terms of any such underwriting, such agreement to holder's Registrable Securities shall be reasonably satisfactory in substance and form to excluded therefrom. In the Companycase of an underwritten offering under Section 1(b) or 2, the Holders holding holders of a majority of the Registrable Securities to be included in such Underwritten Offering and offering may, at their option, require that any or all of the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties toby, and covenants withthe agreements on the part of, the Company to and for the benefit of the underwriters with respect for such offering be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the business obligations of such underwriters under the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to underwriting agreement shall also be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar conditions precedent to the obligations of such holders of Registrable Securities. No underwriting agreement (or other agreement in connection with any offering of Registrable Securities hereunder) shall require any holder of Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 8. The Holders holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 shall enter into such an underwriting agreement at the request of the Company. No Holder shall be required in any such underwriting agreement their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holderholder, the ownership of such Holderholder's Registrable Securities, Securities and such Holderholder's intended method or methods of distribution disposition and any other representations representation required by law or as to furnish any indemnity to any Person which is broader than the underwriters may reasonably request; providedindemnity furnished by such holder pursuant to Section 6(b). In connection with any underwritten offering under Section 1(b), howeverthe Company, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably the extent requested by the underwritersmanaging underwriter for such offering, shall agree not to effect any public sale or distribution of its equity securities or securities convertible into or exchangeable or exercisable for any of such equity securities (except for any securities other than the Registrable Securities covered by the Shelf Registration Statement) within seven days prior to and 90 days following the pricing of such underwritten offering.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders Shareholders pursuant to a Registration under Section 2 2.2 or Qualified Secondary Underwritten Offering under Section 32.1, the Company and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, the Holders holding a majority of the each Shareholder with Registrable Securities to be included in such Underwritten Offering or Qualified Secondary Underwritten Offering, and the underwriters, and to . Such agreement shall contain such representations and warranties by the Company and such other terms and conditions as are generally prevailing in agreements of that type, including, without limitation, such representations and warranties to, and covenants with, the underwriters with respect to the business of the Company and its subsidiaries and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable Securities, and indemnities no less favorable to the recipient thereof than those provided in Section 82.9. The Holders holding any Each Shareholder with Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 or Qualified Secondary Underwritten Offering by such underwriters shall enter into such an underwriting agreement at the request of the Company. No Holder All of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Shareholders and any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Shareholders. Notwithstanding the foregoing, (x) no Shareholder shall be required in any such underwriting agreement to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than representations, warranties or agreements regarding such HolderShareholder, such HolderShareholder's Registrable Securities, such HolderShareholder's intended method of distribution and any other representations required by law law, and (y) the liability of each such Shareholder to any underwriter under such underwriting agreement will be limited to liability arising from misstatements or as omissions regarding such Shareholder and its intended method of distribution and any such liability shall not exceed an amount equal to the underwriters may reasonably requestamount of net proceeds such Shareholder derives from such registration; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested in an offering by the underwritersCompany in which any Shareholder requests to be included in a Piggyback Registration, the Company shall use its commercially reasonable efforts to arrange the terms of the offering such that the provisions set forth in clauses (x) and (y) of this Section 2.6 are true.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2 Sections 2(c) or Section 32(d), the Company and the Holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in form and substance and form to (i) the Company, (ii) in the case of an Underwritten Offering requested by the Initial Holders pursuant to Section 2(c), the Initial Holders holding a majority of the Registrable Securities to be included in such Underwritten Offering by the Initial Holders, (iii) in the case of an Underwritten Offering requested by the Merrill Holders pursuant to Section 2(d), the Merrill Holders holding a majority of the Registrable Securities to be included in such Underwritten Offering by the Merrill Holders, and (iv) the underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that typetype (such agreement an "Underwriting Agreement"). No Holder shall be required to enter into an Underwriting Agreement unless, includingat such Holder's request, without limitation, such any or all of the representations and warranties made by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Initial Holder. No Holder shall be required to make any representations or warranties to, and covenants or agreements with, the Company or the underwriters with respect to the business of the Company other than (i) representations and its subsidiaries and the warranties contained in a writing furnished by such Holder expressly for use in such registration statement, prospectus (ii) representations, warranties and documentsagreements regarding such Holder, if any, incorporated or deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of securities similar to the Registrable SecuritiesSecurities and such Holder's intended method of distribution thereof and (iii) any other representation, and indemnities no less favorable to the recipient thereof than those provided in Section 8warranty or agreement required by law. The Holders holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 4 3 hereof shall enter into such an underwriting agreement at the request of the Company. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder's Registrable Securities, such Holder's intended method of distribution and any other representations required by law or as the underwriters may reasonably request; provided, however, that each Holder agrees to execute customary powers of attorney, custody agreements and other forms or documents reasonably requested by the underwriters.