BID CONDUCT AGREEMENT AMONG COMMSCOPE HOLDING COMPANY, INC. AND ARRIS INTERNATIONAL PLCBid Conduct Agreement • November 8th, 2018 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • New York
BID CONDUCT AGREEMENT (hereinafter called this “Agreement”), dated as of November 8, 2018, between CommScope Holding Company, Inc., a Delaware corporation (“Buyer”) and ARRIS International plc, a company organized under the laws of England and Wales (the “Company”).
CERTAIN CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT, MARKED BY [*****], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED...Warrant and Registration Rights Agreement • October 6th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Pennsylvania
AGREEMENT dated as of September 30, 2016 (the “Issuance Date”), by and among ARRIS INTERNATIONAL PLC, a company incorporated under the laws of England and Wales (the “Company”), CHARTER COMMUNICATIONS OPERATING, LLC, a limited liability company organized under the laws of the State of Delaware, U.S.A. (“Charter”), and any other Holders of Warrants issued hereunder.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Georgia
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of August 23, 2016, and effective as of September 1, 2016, is by and between ARRIS GROUP, INC., a Delaware corporation (the “Company”), and Bruce McClelland (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2017 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Georgia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of 4 January, 2016 is by and between ARRIS GROUP, INC., a Delaware corporation (the “Company”), and Timothy O’Loughlin (“Executive”).
FOURTH AMENDMENT TO THE CREDIT AGREEMENT Dated as of March 27, 2013 (as amended and restated as of June 18, 2015) among ARRIS GROUP, INC., ARRIS ENTERPRISES LLC, ARRIS INTERNATIONAL PLC, ARRIS TECHNOLOGY, INC. and CERTAIN SUBSIDIARIES as Borrowers,...Credit Agreement • December 26th, 2017 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • New York
FOURTH AMENDMENT, dated as of December 20, 2017 (this “Fourth Amendment”), is among ARRIS Group, Inc. (the “Company”), ARRIS Enterprises LLC (“ARRIS Enterprises”), ARRIS Technology, Inc. (“ARRIS Technology”), ARRIS International plc (the “Reporting Company”), certain Subsidiaries of the Reporting Company party hereto (each a “Designated Borrower” and, together with the Company and the Reporting Company, the “Borrowers” and, each a “Borrower”), Arris Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 5, rue Heienhaff, L-1736 Senningerberg, Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) (the “Companies Register”) under number B 181265, Arris Financing S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its regi
FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 5th, 2018 • ARRIS International PLC • Radio & tv broadcasting & communications equipment
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Fourth Amendment”) is made and entered into effective as of the 30th day of March 2018, by and between ARRIS Group, Inc., a Delaware corporation (the “Company”), and Robert J. Stanzione (“Executive”).
ARRIS GROUP, INC. WAIVERWaiver • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment
THIS WAIVER (the “Waiver”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “Company”), ARRIS INTERNATIONAL LIMITED, a private limited company incorporated in England and Wales and wholly-owned subsidiary of the Company (“New Parent”), and the individual named on the signature page hereto (“Executive”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 28th, 2017 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • New York
SECOND AMENDMENT, dated as of April 26, 2017 (this “Second Amendment”), among ARRIS Group, Inc. (the “Company”), ARRIS Enterprises LLC (“ARRIS Enterprises”), ARRIS International plc (“New HoldCo”), certain Subsidiaries of New HoldCo party hereto (each a “Designated Borrower” and, together with the Company and New HoldCo, the “Borrowers” and, each a “Borrower”), Arris Holdings S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 5, rue Heienhaff, L-1736 Senningerberg, Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) (the “Companies Register”) under number B 181265, Arris Financing S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 5, rue Heienhaff, L-1736 Senningerberg and registered with the Comp
ARRIS GROUP, INC. OPT PLAN WAIVEROpt Plan Waiver • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment
THIS OPT PLAN WAIVER (the “Waiver”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “Company”), ARRIS INTERNATIONAL LIMITED, a private limited company incorporated in England and Wales and wholly-owned subsidiary of the Company (“New Parent”), and the individual named on the signature page hereto (“Participant”).
THIRD AMENDMENT AND CONSENT TO THE CREDIT AGREEMENT Dated as of March 27, 2013 (as amended and restated as of June 18, 2015) among ARRIS GROUP, INC., ARRIS ENTERPRISES LLC, ARRIS INTERNATIONAL PLC, ARRIS TECHNOLOGY, INC. and CERTAIN SUBSIDIARIES as...Credit Agreement • October 19th, 2017 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of March 27, 2013 (as amended and restated as of June 18, 2015), among ARRIS GROUP, INC. (the “Company”), ARRIS ENTERPRISES LLC (“Enterprises”), ARRIS INTERNATIONAL PLC, a public limited company formed under the laws of England and Wales (the “Reporting Company”), certain Subsidiaries of the Reporting Company party hereto pursuant to Section 2.18 (each a “Designated Borrower” and, together with the Company and the Reporting Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ROYAL BANK OF CANADA, as Syndication Agent, BANK OF MONTREAL, CITIZENS BANK, NATIONAL ASSOCIATION, FIFTH THIRD BANK, HSBC BANK USA, N.A., JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, SUMITOMO MITSUI BANKING CORPORATION, SUNTRUST BANK, TD BANK, N.A., THE BANK OF TOKYO-
Equity-Related Plans Assignment and Assumption DeedAssignment and Assumption Deed • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment
THIS DEED OF ASSIGNMENT AND ASSUMPTION dated as of January 4, 2016, between ARRIS Group, Inc., a Delaware corporation (“Old ARRIS”), and ARRIS International plc, a public limited company incorporated under the laws of England and Wales (“New ARRIS”), is effective as of the effectiveness of the merger of Archie U.S. Merger LLC, a Delaware limited liability company, with and into Old ARRIS.
FIRST AMENDMENT TO BID CONDUCT AGREEMENTBid Conduct Agreement • January 3rd, 2019 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO BID CONDUCT AGREEMENT is made and entered into as of this 2nd day of January, 2019, by and between CommScope Holding Company, Inc., a Delaware corporation (“Buyer”), and ARRIS International plc, a company incorporated in England and Wales (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Bid Conduct Agreement (as defined below).
ARRIS GROUP, INC. TAX EQUALIZATION PAYMENT AGREEMENTTax Equalization Payment Agreement • January 4th, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Georgia
THIS TAX EQUALIZATION PAYMENT AGREEMENT (the “Agreement”), dated as of , is by and among ARRIS GROUP, INC., a Delaware corporation (the “Company”), ARRIS INTERNATIONAL LIMITED, a corporation incorporated in England and Wales (“New Arris”), and the individual named on the signature page hereto (the “Covered Person”).
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2016 • ARRIS International PLC • Radio & tv broadcasting & communications equipment
THIS THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Third Amendment”) is made and entered into effective as of the 1st day of September, 2016, by and between ARRIS Group, Inc., a Delaware corporation (the “Company”), and Robert J. Stanzione (“Executive”).
SECOND AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • December 1st, 2017 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Delaware
THIS SECOND AMENDMENT (this “Amendment”) TO STOCK AND ASSET PURCHASE AGREEMENT is made and entered into to be effective as of this 30th day of November, 2017, by and among LSI Corporation, a Delaware corporation (“Seller”), and ARRIS International plc, a company incorporated in England and Wales (“Purchaser”). Purchaser and Seller are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).
FIRST AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • October 16th, 2017 • ARRIS International PLC • Radio & tv broadcasting & communications equipment • Delaware
THIS FIRST AMENDMENT (this “Amendment”) TO STOCK AND ASSET PURCHASE AGREEMENT is made and entered into to be effective as of this 16th day of October, 2017, by and among LSI Corporation, a Delaware corporation (“Seller”), and ARRIS International plc, a company incorporated in England and Wales (“Purchaser”). Purchaser and Seller are each referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).
