Neophotonics Corp Sample Contracts

NEOPHOTONICS CORPORATION Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 18th, 2011 • Neophotonics Corp • Semiconductors & related devices • New York

NeoPhotonics Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of common stock, par value $0.0025 per share (“Common Stock”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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NEOPHOTONICS CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of ____________, 20__ Debt Securities
Indenture • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York

Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

NEOPHOTONICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT Dated as of ____________, 20__
Preferred Stock Warrant Agreement • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York

This Preferred Stock Warrant Agreement (this “Agreement”), dated as of [●], between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

NEOPHOTONICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT Dated as of ____________, 20__
Common Stock Warrant Agreement • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York

This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

NEOPHOTONICS CORPORATION AND _____________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT Dated as of ____________, 20__
Warrant Agreement • August 16th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York

This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

AGREEMENT AND PLAN OF MERGER by and among LUMENTUM HOLDINGS INC. NEPTUNE MERGER SUB, INC. and NEOPHOTONICS CORPORATION Dated as of November 3, 2021
Merger Agreement • November 8th, 2021 • Neophotonics Corp • Semiconductors & related devices • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 3, 2021, by and among Lumentum Holdings Inc., a Delaware corporation (“Parent”), Neptune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NeoPhotonics Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 15th, 2010 • Neophotonics Corp • Delaware

This Indemnification Agreement (the “Agreement”) is made as of , by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and (the “Indemnitee”).

Shares* NeoPhotonics Corporation Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 13th, 2015 • Neophotonics Corp • Semiconductors & related devices • New York

NeoPhotonics Corporation, a Delaware corporation (the “Company”), proposes to issue and sell shares (the “Firm Shares”) of the Company’s Common Stock, $0.0025 par value per share (the “Common Stock”), to you and to the several other Underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”). The Company has also agreed to grant to you and the other Underwriters an option (the “Option”) to purchase up to an additional shares of Common Stock, on the terms and for the purposes set forth in Section 1(b) (the “Option Shares”). The Firm Shares and the Option Shares are referred to collectively herein as the “Shares.”

NEOPHOTONICS CORPORATION REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF MARCH 21, 2013 COMERICA BANK AS ADMINISTRATIVE AGENT AND LEAD ARRANGER
Revolving Credit and Term Loan Agreement • March 27th, 2013 • Neophotonics Corp • Semiconductors & related devices • California

This Revolving Credit and Term Loan Agreement (“Agreement”) is made as of the 21st day of March, 2013, by and among the financial institutions from time to time signatory hereto (individually a “Lender,” and any and all such financial institutions collectively the “Lenders”), Comerica Bank, as the Administrative Agent for the Lenders (in such capacity, the “Agent”), Lead Arranger, and NeoPhotonics Corporation, a Delaware corporation (“Borrower”).

Comprehensive Credit Granting Contract (Version 1.0, 2014) CHINA CITIC BANK
Comprehensive Credit Granting Contract • December 18th, 2017 • Neophotonics Corp • Semiconductors & related devices

This contract is entered into by and between party A and party B through negotiation, in accordance with the Commercial Bank Law of the People’s Republic of China, the Contract Law of the People’s Republic of China and other related laws and regulations, as well as based on the principles of honesty, creditability, equality and voluntariness.

NeoPhotonics Corporation Severance Rights Agreement
Severance Rights Agreement • April 15th, 2010 • Neophotonics Corp • California

This Severance Rights Agreement (the “Agreement”) is made and entered into by and between Benjamin L. Sitler (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation, (the “Company”), effective as of April 14, 2010.

NeoPhotonics Corporation Amended and Restated Severance Rights Agreement
Severance Rights Agreement • November 10th, 2014 • Neophotonics Corp • Semiconductors & related devices • California

This Amended and Restated Severance Rights Agreement (the “Agreement”) is made and entered into by and between Ben Sitler (the “Employee”) and NeoPhotonics Corporation, a Delaware corporation (the “Company”), effective as of October 8, 2014.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 1st, 2012 • Neophotonics Corp • Semiconductors & related devices • New York

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is dated as of April 27, 2012, by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”), and Open Joint Stock Company “RUSNANO” (Principal State Registration Number 1117799004333, with registered office at Prospect 60-letiya Oktyabrya 10a, 117036 Moscow, Russian Federation) (the “Purchaser”).

FOURTH AMENDMENT TO CREDIT AGREEMENT AND AMENDMENT TO SECURITY AGREEMENT
Credit Agreement • May 20th, 2014 • Neophotonics Corp • Semiconductors & related devices • California

This Fourth Amendment to Credit Agreement and Amendment to Security Agreement (“Amendment”) is made as of May 19, 2014, by and among NeoPhotonics Corporation (the “Borrower”), the Lenders (as defined below) and Comerica Bank, as administrative agent for the Lenders (in such capacity, the “Agent”).

Building Lease Agreement (Hachioji Azumacho Center Building) September 8, 2011
Building Lease Agreement • November 10th, 2011 • Neophotonics Corp • Semiconductors & related devices

The lessor Jones Lang LaSalle K.K. (hereinafter referred to as the “Lessor”) and the lessee NeoPhotonics Japan Godo Kaisha (hereinafter referred to as the “Lessee”) hereby enter into this building lease agreement (hereinafter referred to as the “Agreement”) as follows in connection with the Lessor’s leasing the leased room specified in Item (4) of the above terms of lease (hereinafter referred to as the “Terms of Lease”) to the Lessee. The Lessor and the Lessee acknowledge that this Agreement is entered into as a sublease agreement under the building lease agreement (Master Lease Agreement) between AIG Edison Life Insurance Company as the owner of the building (hereinafter referred to as the “Owner”) and the Lessor.

Financing Credit Line Agreement
Credit Line Agreement • August 2nd, 2022 • Neophotonics Corp • Semiconductors & related devices • Hong Kong

The parties have, through amicable consultation and on the principle of fairness and mutual benefit, equally and voluntarily reached the following agreements according to applicable laws and regulations:

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER AND CONSENT
Loan and Security Agreement • November 10th, 2011 • Neophotonics Corp • Semiconductors & related devices

This Third Amendment to Loan and Security Agreement and Waiver and Consent (this “Amendment”) is entered into as of September 29, 2011, by and between COMERICA BANK (“Bank”) and NEOPHOTONICS CORPORATION (“Borrower”).

Loan Contract [two partial seals of Agricultural Bank and NeoPhotonics superimposed on right margin]
Loan Agreement • April 15th, 2010 • Neophotonics Corp

This Contract is hereby made between both Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.

Credit Line Agreement
Credit Line Agreement • June 22nd, 2021 • Neophotonics Corp • Semiconductors & related devices • Hong Kong

The parties have, through amicable consultation and on the principle of fairness and mutual benefit, equally and voluntarily reached the following agreements according to applicable laws and regulations:

Financing Credit Line Agreement
Financing Credit Line Agreement • November 8th, 2016 • Neophotonics Corp • Semiconductors & related devices • Hong Kong

Principal Office Location: Section B of B9, Conrad High-Tech Park, Chang Nan Road, Shangsha Village, Zhen’An, Chang'An Town, Dongguan

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LEASE DATED April 7, 1999 BY AND BETWEEN SILICON VALLEY PROPERTIES, LLC, a Delaware limited liability company as Landlord and LIGHTWAVE MICROSYSTEMS CORPORATION, a California corporation as Tenant AFFECTING PREMISES COMMONLY KNOWN AS Approximately...
Lease • July 23rd, 2010 • Neophotonics Corp • Semiconductors & related devices • California

This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.

Address: NeoPhotonics Semiconductor GK 550-10, Higashi-asakawamachi, Hachioji- shi, Tokyo #409, Yu To Sang Building, 37 Queen’s Rd Central, Hong Kong Special Administrative Region of the People’s Republic of China Obligor: Representative Member:...
Loan Agreement • March 16th, 2015 • Neophotonics Corp • Semiconductors & related devices • Tokyo

Obligor enters into this Loan Agreement with the Bank pursuant to the following terms and conditions after examining and approving the terms and conditions of the Banking Transaction Agreement separately submitted to the Bank.

AMENDMENT TO SEVERANCE RIGHTS AGREEMENT
Severance Rights Agreement • May 10th, 2012 • Neophotonics Corp • Semiconductors & related devices • California

This Amendment to Severance Rights Agreement (the “Amendment”) is entered into as of April 30, 2012 (the “Effective Date”), by and between NeoPhotonics Corporation, a Delaware corporation (the “Company”) and Dr. Wupen Yuen (the “Employee”).

Working Capital Loan Contract
Working Capital Loan Contract • November 22nd, 2010 • Neophotonics Corp • Semiconductors & related devices

For liquidity needs, the Borrower applies for working capital loan from the Lender; the Lender agrees to grant the loan in accordance with the terms and conditions stipulated under this Contract after review and approval. In order to clear the rights and obligations of both parties, this contract is entered into upon mutual agreement, based on relevant laws, regulations and rules of the People’s Republic of China, and shall be binding on both parties.

SPD BANK Credit Line Agreement
Credit Line Agreement • August 8th, 2014 • Neophotonics Corp • Semiconductors & related devices • Hong Kong

This agreement is entered into between the two parties through friendly negotiation according to the related laws and regulations and based on the principles of equality, mutual benefit and voluntariness:

February 26, 2015
Rights Agreement • March 16th, 2015 • Neophotonics Corp • Semiconductors & related devices
FIRST LEASE AMENDMENT
First Lease Amendment • March 15th, 2016 • Neophotonics Corp • Semiconductors & related devices

THIS FIRST LEASE AMENDMENT (“Agreement”) is being made and entered into as of the 20th day of February, 2014 (the “Effective Date”), by and between The Kaye Building, LLC, a California limited liability company (“Landlord”), and NeoPhotonics Corporation, a Delaware corporation (“Tenant”), successor-in-interest to Santur Corp., a Delaware corporation (“Former Tenant”).

TENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 16th, 2017 • Neophotonics Corp • Semiconductors & related devices • California

This Tenth Amendment to Credit Agreement (this “Amendment”) is entered into as of January 3, 2017, by and among NeoPhotonics Corporation, a Delaware corporation (“Borrower”), Lenders (as defined below) and Comerica Bank, as administrative agent for Lenders (in such capacity, “Agent”).

Supplementary Agreement to Asset Purchase Agreement
Supplementary Agreement to Asset Purchase Agreement • January 23rd, 2017 • Neophotonics Corp • Semiconductors & related devices

This supplement agreement to the Asset Purchase Agreement (hereinafter referred to “Supplementary Agreement”) is entered into and effective on the date last signed below (the “Effective Date”) by and between:

NINTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 8th, 2016 • Neophotonics Corp • Semiconductors & related devices • California

This Ninth Amendment to Credit Agreement (this “Amendment”) is made as of September 30, 2016, by and among NeoPhotonics Corporation, a Delaware corporation (“Borrower”), Lenders (as defined below) and Comerica Bank, as administrative agent for Lenders (in such capacity, “Agent”).

Maximum Comprehensive Credit Line Contract [two partial seals of Agricultural Bank and NeoPhotonics superimposed on right margin]
Maximum Comprehensive Credit Line Contract • April 15th, 2010 • Neophotonics Corp

This Contract is hereby made between both Parties after reaching an agreement through consultation in accordance with the relevant State laws and regulations.

Contract
Warrant Agreement • April 15th, 2010 • Neophotonics Corp • California

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO RULE 144 OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

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