BigBand Networks, Inc. Sample Contracts

10,700,000 Shares BIGBAND NETWORKS, INC. COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • March 8th, 2007 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with BigBand Networks, Inc., a Delaware corporation (the “Company”), and the selling stockholder(s) named in the Underwriting Agreement (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by Morgan Stanley and Merrill Lynch, acting together with Jefferies & Company, Inc., Cowen and Company, LLC, and Think Equity Partners LLC (together, the “Underwriters”), of [·] shares of the common stock, par value $0.001 per share of the Company (the “Common Stock”), proposed to be sold by the Company and the Selling Stockholders (together, the “Shares”).

AutoNDA by SimpleDocs
Contract
Warrant Agreement • December 22nd, 2006 • BigBand Networks, Inc. • California

THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES RELATING TO SUCH SALE OR DISPOSITION, OR (iv) OTHERWISE COMPLYING WITH THE PROVISIONS OF SECTION 7 OF THIS WARRANT.

BIGBAND NETWORKS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Delaware

THIS AGREEMENT is entered into, effective as of , 2006 by and between BigBand Networks, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”), effective as of the date that the Registration Statement on Form S-1 related to the initial public offering of the Company’s Common Stock is declared effective by the United States Securities and Exchange Commission.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 11th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 10, 2011 by and among ARRIS GROUP, INC., a Delaware corporation (“Parent”), AMSTERDAM ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Sub”), and BIGBAND NETWORKS, INC., a Delaware corporation (the “Company”).

Page 1. USE AND RESTRICTIONS ON USE 1 2. TERM 2 3. RENT 2 4. RENT ADJUSTMENTS 3 5. SECURITY DEPOSIT 5 6. ALTERATIONS 6 7. REPAIR 7 8. LIENS 7 9. ASSIGNMENT AND SUBLETTING 8 10. INDEMNIFICATION 9 11. INSURANCE 10 12. WAIVER OF SUBROGATION 10 13....
Lease Agreement • December 22nd, 2006 • BigBand Networks, Inc.

By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference Pages. The Premises are depicted on the floor plan attached hereto as Exhibit A. The Reference Pages, including all terms defined thereon, are incorporated as part of this Lease.

EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2006 • BigBand Networks, Inc. • California

This Employment Agreement is made as of January , 2000, by and between Amir Bassan-Eskenazi (the “Executive”) and BigBand Networks, Inc. (the “Company”).

SIXTH AMENDMENT TO LEASE
Lease • August 8th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California

THIS SIXTH AMENDMENT TO LEASE (the “Sixth Amendment”) is made and entered into as of March 1, 2011 (the “Effective Date”) by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and BIG BAND NETWORKS, INC., a Delaware corporation (“Tenant”).

FIRST AMENDMENT TO LEASE
Lease • December 22nd, 2006 • BigBand Networks, Inc. • California

THIS FIRST AMENDMENT TO LEASE (the “First Amendment to Lease”) is made and entered into as of February 10, 2005 (the “Effective Date”) by and between MPTP HOLDING, LLC, a Delaware limited partnership (“Landlord”) and BIG BAND NETWORKS, INC., a Delaware corporation.

BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 22nd, 2007 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This Transition Services Agreement (the Agreement) is entered as of October 18, 2007 (the Effective Date) into by and between BigBand Networks, Inc., having a principle place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and Frederick Ball (the “Mr. Ball”, and collectively with the Company, the “Parties”).

BIGBAND NETWORKS, INC. BONUS AGREEMENT
Bonus Agreement • August 8th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This Bonus Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and BigBand Networks, Inc. (the “Company”), effective as of [DATE], 2011 (the “Effective Date”).

EMPLOYMENT AGREEMENT Made and entered in Tel Aviv on the __ 2nd of January 2000 BETWEEN
Employment Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Delaware
Dear Ran,
Employment Agreement • March 12th, 2008 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment

As approved by the Compensation Committee of the Board of Directors of BigBand Networks, Inc. (the “Company”) on December 9, 2007, I provide you with the following amendment to your employment agreement dated January 2, 2000, as amended (the “Employment Agreement”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2009 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment

This amendment (the “Amendment”) is made by and between Amir Bassan-Eskenazi (the “Executive”) and BigBand Networks, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).

AGREEMENT
Shareholder Agreement • July 30th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

This AGREEMENT (this “Agreement”) is made as of July 29, 2010, by and among BigBand Networks, Inc., a Delaware corporation (the “Company”), ValueAct SmallCap Master Fund, L.P. (“ValueAct SmallCap Master Fund”), VA SmallCap Partners, LLC (“VA SmallCap Partners”), ValueAct SmallCap Management, L.P. (“ValueAct SmallCap Management”), ValueAct SmallCap Management, LLC (“ValueAct SmallCap Management GP”), VA Partners I, LLC (“VA Partners”), ValueAct Capital Management, L.P. (“ValueAct Capital Management”), and David Lockwood (Mr. Lockwood, together with ValueAct SmallCap Master Fund, VA SmallCap Partners, ValueAct SmallCap Management, ValueAct SmallCap Management GP, VA Partners, and ValueAct Capital Management are sometimes referred to herein as the “ValueAct Group”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2009 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment

This amendment (the “Amendment”) is made by and between Robert Horton (the “Executive”) and BigBand Networks, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).

TENDER AND VOTING AGREEMENT by and among ARRIS GROUP, INC., AMSTERDAM ACQUISITION SUB, INC. and THE PERSONS LISTED ON SCHEDULE I HERETO Dated as of October 10, 2011
Tender and Voting Agreement • October 11th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Delaware

This TENDER AND VOTING AGREEMENT, dated as of October 10, 2011 (this “Agreement”), is by and among ARRIS Group, Inc., a Delaware corporation (“Parent”), Amsterdam Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the persons listed on Schedule I hereto (collectively, the “Company Stockholders”).

BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 5th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • California

This Transition Services Agreement (the “Agreement”) is entered into as of March 5, 2010 (the “Effective Date”) by and between BigBand Networks, Inc., having a principal place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and Maurice Castonguay (“Mr. Castonguay”, and collectively with the Company, the “Parties”).

SECOND AMENDMENT TO SUBLEASE
Sublease • December 22nd, 2006 • BigBand Networks, Inc.

This SECOND AMENDMENT TO SUBLEASE (“2nd Amendment”) is made and entered into as of November 16, 2006 by and between BROADVISION, INC., a Delaware Corporation (“Sublandlord”), and BigBand Networks, Inc., a Delaware Corporation (“Subtenant”).

FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
Investors Rights Agreement • December 22nd, 2006 • BigBand Networks, Inc. • New York

THIS FIFTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT (this “Agreement”) is made as of the 29th day of June, 2004, by and among BIGBAND NETWORKS, INC. a Delaware corporation (the “Company”); and those individuals and entities set forth in Exhibit A hereto (each, an “Investor” and together, severally but not jointly the “Investors”); and N.B.T. Ltd., a company organized under the laws of the British Virgin Islands (“N.B.T.”), Amir Bassan-Eskenazi, an individual (“ABE”) and OZ Holdings Ltd., a company organized under the laws of the British Virgin Islands (“OZ”) (each of N.B.T., ABE and OZ, a “Founder Shareholder” and together, the “Founder Shareholders”).

BigBand Networks Letterhead]
Employment Agreement • May 15th, 2008 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment

As approved by the Compensation Committee of the Board of Directors of BigBand Networks, Inc. (the “Company”) on December 9, 2007, I provide you with the following amendment to your employment agreement dated January 2, 2000, as amended (the “Employment Agreement”).

AutoNDA by SimpleDocs
SUBLEASE AGREEMENT
Sublease Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Massachusetts
FIRST AMENDMENT TO SUBLEASE
Sublease • December 22nd, 2006 • BigBand Networks, Inc.

This FIRST AMENDMENT TO SUBLEASE (“Amendment”) is made and entered into as of November 2, 2006 by and between BROADVISION, INC., a Delaware Corporation (“Sublandlord”), and BigBand Networks, Inc., a Delaware Corporation (“Subtenant”).

SECOND AMENDMENT TO LEASE
Lease • December 22nd, 2006 • BigBand Networks, Inc. • California

THIS SECOND AMENDMENT TO LEASE (the “Second Amendment”) is made and entered into as of November 30, 2005 by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California (“Landlord”), and BIG BAND NETWORKS, INC., a Delaware corporation (“Tenant”).

AZRIELI CENTER ADDENDUM TO TENANCY AGREEMENT
Tenancy Agreement • May 9th, 2007 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
Addendum to an Agreement from 25.7.07 Prepared and signed in Herzliyah on February 12, 2007
Addendum to an Agreement • March 12th, 2008 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment

WHEREAS: On 25.7.07, the Company and the Tenant signed a Agreement in accordance with which the Company let to the Tenant Premises in the building known as Beit Arazim at 28 HaBarzel Street in Tel Aviv (hereinafter: the “Agreement”). The Agreement is attached to this addendum as Appendix A and is an integral part of it (even if it is not attached thereof);

BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 4th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts

This Transition Services Agreement (the “Agreement”) is effective as of March 4, 2010 (the “Effective Date”) into by and between BigBand Networks, Inc., having a principal place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and David Heard (“Mr. Heard”, and collectively with the Company, the “Parties”).

SUB-LEASE AGREEMENT Made and Entered into on the 23rd of February, 2011.
Sub-Lease Agreement • March 9th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment
BIGBAND NETWORKS, INC. TRANSITION SERVICES AGREEMENT
Transition Services Agreement • September 12th, 2011 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts

This Transition Services Agreement (the “Agreement”) is effective as of September 7, 2011 (the “Effective Date”) and entered into by and between BigBand Networks, Inc., having a principal place of business at 475 Broadway Street, Redwood City, California 94063 (the “Company”) and Paul Crann (“Mr. Crann”, and collectively with the Company, the “Parties”).

Contract
Office Lease • December 22nd, 2006 • BigBand Networks, Inc.

Note: This agreement and the negotiations about it are not binding on the landlord until the landlord’s signatories sign the agreement

SUBLEASE
Sublease • November 8th, 2010 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment

THIS SUBLEASE (this “Sublease”) is dated for reference purposes as of October 1, 2010, and is made by and between BigBand Networks, Inc., a Delaware corporation (“Sublessor”), and SimpliVT Corporation, a Delaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 22nd, 2006 • BigBand Networks, Inc. • Delaware

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of the Effective Date between SILICON VALLEY BANK, a California corporation (“Bank”), and BIGBAND NETWORKS, INC., a Delaware corporation (“Parent” and a “Borrower”), and BIGBAND NETWORKS BAS, INC., a Delaware corporation (“BAS” and a “Borrower” and collectively with Parent “Borrowers”), provides the terms on which Bank shall lend to Borrowers and Borrowers shall repay Bank. The parties agree as follows:

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Confidential Separation Agreement and General Release of Claims • November 12th, 2008 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment • Massachusetts
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 5th, 2009 • BigBand Networks, Inc. • Radio & tv broadcasting & communications equipment

This amendment (the “Amendment”) is made by and between David Heard (the “Executive”) and BigBand Networks, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!