COMMON STOCKUnderwriting Agreement • March 27th, 2000 • Anaren Microwave Inc • Search, detection, navagation, guidance, aeronautical sys • New York
RecitalsChange of Control Agreement • June 27th, 2007 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
RECITALSConsulting Agreement • September 26th, 1997 • Anaren Microwave Inc • Search, detection, navagation, guidance, aeronautical sys • New York
RECITALSEmployment Agreement • August 7th, 2002 • Anaren Microwave Inc • Radio & tv broadcasting & communications equipment • New York
RECITALSEmployment Agreement • May 3rd, 2004 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
2 3 In the event the option with respect to the Option Shares is exercised, delivery by the Company and the applicable Selling Stockholders of the Option Shares to the Representatives for the respective accounts of the Underwriters and payment of the...Underwriting Agreement • November 19th, 1997 • Anaren Microwave Inc • Search, detection, navagation, guidance, aeronautical sys
EMPLOYMENT AGREEMENT This sets forth the Employment Agreement ("Agreement") made effective as of July 1, 1997 between Anaren Microwave, Inc. ("Employer"), a New York corporation with common stock publicly traded on the NASDAQ, and Lawrence A. Sala...Employment Agreement • September 26th, 1997 • Anaren Microwave Inc • Search, detection, navagation, guidance, aeronautical sys • New York
ARTICLE I CERTAIN DEFINITIONSShareholder Protection Rights Agreement • April 26th, 2001 • Anaren Microwave Inc • Radio & tv broadcasting & communications equipment • New York
Exhibit 10.1 MODIFICATION NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT FACILITY AGREEMENT DATED DECEMBER 23, 1997 (the "Agreement") AND THE REVOLVING CREDIT NOTE IN THE PRINCIPAL AMOUNT OF TEN MILLION DOLLARS DATED DECEMBER 23, 1997 (the "Note")...Revolving Credit Facility Agreement • February 14th, 2002 • Anaren Microwave Inc • Radio & tv broadcasting & communications equipment
EMPLOYMENT AGREEMENT Edwin McAvoyEmployment Agreement • February 14th, 2011 • Anaren Inc • Radio & tv broadcasting & communications equipment • California
This sets forth the Employment Agreement (“Agreement”) dated as of February 13, 2011 but to become effective as of the date of the Merger (as defined below) between AML Communications, Inc. (“Employer” or “AML”) a Delaware corporation, Anaren, Inc. (“Anaren”) a New York corporation and Mr. Edwin McAvoy (“Mr. McAvoy” or “Employee”).
AGREEMENT AND PLAN OF MERGER by and among: ANVC HOLDING CORP., a Delaware corporation, ANVC MERGER CORP., a New York corporation, and ANAREN, INC., a New York corporation Dated November 4, 2013Merger Agreement • November 4th, 2013 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This Agreement and Plan of Merger ("Agreement") is made and entered into as of November 4, 2013, by and among: ANVC Holding Corp., a Delaware corporation ("Parent"), ANVC Merger Corp., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Anaren, Inc., a New York corporation (the "Company"). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
SHAREHOLDER PROTECTION RIGHTS AGREEMENTShareholder Protection Rights Agreement • April 27th, 2011 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This SHAREHOLDER PROTECTION RIGHTS AGREEMENT (“Agreement”), dated as of April 8, 2011, between Anaren, Inc., a New York corporation (the “Company”), and American Stock Transfer & Trust Company, LLC as Rights Agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).
VOTING AGREEMENTVoting Agreement • February 14th, 2011 • Anaren Inc • Radio & tv broadcasting & communications equipment • Delaware
This Voting Agreement (this “Agreement”) is made and entered into on February 13, 2011 by and between Anaren, Inc., a New York corporation (“Parent”), and the undersigned Stockholder (the “Stockholder”) of AML Communications, Inc., a Delaware corporation (the “Company”).
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • July 1st, 2011 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This CHANGE OF CONTROL AGREEMENT is dated as of July 1, 2011 between ANAREN, INC., a New York Corporation (“Anaren”), and GEORGE A. BLANTON (“Employee”). The term “Anaren” shall mean all of its subsidiaries, whether directly or indirectly owned.
EMPLOYMENT AGREEMENT This sets forth the Employment Agreement ("Agreement") made effective as of October 6, 1997 between Anaren Microwave, Inc. ("Employer"), a New York corporation with common stock publicly traded on the NASDAQ, and Hugh A. Hair...Employment Agreement • October 28th, 1997 • Anaren Microwave Inc • Search, detection, navagation, guidance, aeronautical sys • New York
Exhibit 10.12 EMPLOYMENT AGREEMENT -------------------- Between: 1. ANAREN EUROPE B.V. , a private company with limited liability incorporated under the laws of the Netherlands, registered at Almelo (nr.06085670) with its principal office at Almelo,...Employment Agreement • August 7th, 2002 • Anaren Microwave Inc • Radio & tv broadcasting & communications equipment
VOTING AGREEMENT by and among ANVC Holding Corp. and the Shareholders named herein dated as of November 4, 2013Voting Agreement • November 4th, 2013 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This Voting Agreement (this “Agreement”) is entered into as of November 4, 2013, by and among ANVC Holding Corp., a Delaware corporation (“Parent”) and the undersigned shareholders (each a “Shareholder” and collectively, the “Shareholders”) of Anaren, Inc. (the “Company”). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 4, 2013, by and among Parent, ANVC Merger Corp., a New York corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company.
ANAREN, INC. NON-STATUTORY STOCK OPTION AGREEMENT [For Officers and Key Employees]Non-Statutory Stock Option Agreement • August 15th, 2006 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This sets forth the terms of the NON-STATUTORY STOCK OPTION AGREEMENT (“Agreement”), entered into as of August 9, 2006 (“Effective Date”), by and between ANAREN, INC. (“Company”) and _____________________, an employee of the Company or a Subsidiary (“Optionee”), to document the grant of certain stock options pursuant to the Company’s 2004 Comprehensive Long-Term Incentive Plan.
AMENDMENT No.1 SHAREHOLDER PROTECTION RIGHTS AGREEMENTShareholder Protection Rights Agreement • November 4th, 2013 • Anaren Inc • Radio & tv broadcasting & communications equipment
This AMENDMENT NO. 1 TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT (this “Amendment No. 1”), dated as of November 1, 2013, between ANAREN, INC., a New York corporation (the “Company”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
CREDIT FACILITY AGREEMENT THIS AGREEMENT is made as of the 1st day of October, 1996 by and among ANAREN MICROWAVE, INC., a corporation formed under the laws of the State of New York, with an office at 6635 Kirkville Road, East Syracuse, New York 13057...Credit Facility Agreement • September 26th, 1997 • Anaren Microwave Inc • Search, detection, navagation, guidance, aeronautical sys • New York
AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS AGREEMENT is made as of the 23 day of December, 1997 by and among ANAREN MICROWAVE, INC., a corporation formed under the laws of the State of New York, with an office at 6635 Kirkville Road, East...Credit Facility Agreement • February 12th, 1998 • Anaren Microwave Inc • Search, detection, navagation, guidance, aeronautical sys • New York
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 27th, 2013 • Anaren Inc • Radio & tv broadcasting & communications equipment
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into as of November 26, 2013, by and among ANVC Holding Corp., a Delaware corporation ("Parent"), ANVC Merger Corp., a New York corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Anaren, Inc., a New York corporation (the "Company").
Exhibit 10.11 CHANGE OF CONTROL AGREEMENT This CHANGE OF CONTROL AGREEMENT is dated as of ______________ between ANAREN MICROWAVE, INC., a New York Corporation ("Anaren"), and ____________________________ ("Employee"). The term "Anaren" shall mean all...Change of Control Agreement • August 7th, 2002 • Anaren Microwave Inc • Radio & tv broadcasting & communications equipment • New York
AMENDMENT #2 TO CARL W. GERST, JR. EMPLOYMENT AGREEMENTEmployment Agreement • June 20th, 2008 • Anaren Inc • Radio & tv broadcasting & communications equipment
This is Amendment #2 to the Employment Agreement (“Agreement”) entered into between Anaren, Inc. (“Employer”) and Carl W. Gerst, Jr. (“Employee” or “Mr. Gerst”) dated February 14, 2004.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • Anaren Inc • Radio & tv broadcasting & communications equipment
This sets forth the terms of an Amendment to the Employment Agreement between Anaren, Inc. ("Employer") and Lawrence A. Sala ("Employee"), which Employment Agreement was made effective as of July 1, 2006 (“Employment Agreement”).
AMENDMENT #4 TO CARL W. GERST, JR. EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2009 • Anaren Inc • Radio & tv broadcasting & communications equipment
This sets forth Amendment #4 to the Employment Agreement entered into between Anaren, Inc. (“Employer”) and Carl W. Gerst, Jr. (“Mr. Gerst”) dated February 14, 2004.
LOAN AGREEMENTLoan Agreement • August 1st, 2008 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT (as the same may be amended, restated or otherwise modified, the “Agreement”) is made this 31st day of July, 2008, between ANAREN, INC., a New York with offices at 6635 Kirkville Road, East Syracuse, NY 13057 (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, with offices at 201 South Warren Street, Syracuse, NY 13202, and its successors and assigns (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2006 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This sets forth the terms of the Employment Agreement (“Agreement”) made effective as of July 1, 2006 between Anaren, Inc. (“Employer”), a New York corporation with common stock publicly traded on the NASDAQ, and Lawrence A. Sala (“Employee”), an individual currently residing at 7152 Coronation Circle, Fayetteville, NY 13066.
ANAREN, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • August 15th, 2006 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This sets forth the terms of the RESTRICTED STOCK AGREEMENT (“Agreement”), entered into as of August 9, 2006, by and between ANAREN, INC. (“Company”) and _________________, a member of the Company’s Board of Directors (“Grantee”), to document the grant of restricted stock pursuant to the Company’s 2004 Comprehensive Long-Term Incentive Plan.
AMENDMENT #7 TO CARL W. GERST, JR. EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2012 • Anaren Inc • Radio & tv broadcasting & communications equipment
This sets forth Amendment #7 to the Employment Agreement entered into between Anaren, Inc. (“Employer”) and Carl W. Gerst, Jr. (“Mr. Gerst”) dated February 14, 2004.
ANAREN, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • June 12th, 2006 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
This sets forth the terms of the RESTRICTED STOCK AGREEMENT (“Agreement”), entered into as of___________, by and between ANAREN, INC. (“Company”) and ________________, an employee of the Company or a Subsidiary (“Grantee”), to document the grant of restricted stock pursuant to the Company’s 2004 Comprehensive Long-Term Incentive Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2011 • Anaren Inc • Radio & tv broadcasting & communications equipment
This sets forth the terms of the Employment Agreement (“Agreement”) made effective as of July 1, 2011 between Anaren, Inc. (“Anaren”), a New York corporation with common stock publicly traded on NASDAQ, and Lawrence A. Sala (“Mr. Sala” or “Employee”), an individual currently residing at 7152 Coronation Circle, Fayetteville, NY 13066.
LOAN AGREEMENTLoan Agreement • October 28th, 2011 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
THIS AGREEMENT (as the same may be amended, restated or otherwise modified, this “Agreement”) is made this 25 day of August, 2011, between ANAREN, INC., a New York corporation with offices at 6635 Kirkville Road, East Syracuse, NY 13057 (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association, with offices at 201 South Warren Street, Syracuse, NY 13202, and its successors and assigns (“Lender”).
TERMINATION AGREEMENTTermination Agreement • April 15th, 2011 • Anaren Inc • Radio & tv broadcasting & communications equipment • Delaware
This Termination Agreement dated as of April 12, 2011 (this “Agreement”), is made and entered into by and among AML Communications, Inc., a Delaware corporation (the “Company”), Jacob Inbar, an individual, Tiberiu Mazilu, an individual, Edwin McAvoy, an individual, and Deepak Alagh, an individual (collectively, Inbar, Mazilu and McAvoy shall be referred to as “AML Stockholders” and collectively, Inbar, Mazilu, McAvoy and Alagh shall be referred to as “AML Employees”) on the one hand, and Anaren, Inc., a New York corporation (“Parent”) and Project Orange Acquisition Corp, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) on the other hand. All capitalized terms not otherwise defined shall have the meaning set forth in the Agreement and Plan of Merger (“Merger Agreement”) entered into by Parent, Merger Sub and the Company on February 13, 2011.
STOCK PURCHASE AGREEMENT by and among M. S. KENNEDY CORP. THE PRINCIPAL STOCKHOLDERS, and THE MINORITY STOCKHOLDERS, and ANAREN, INC. Dated as of July 30, 2008Stock Purchase Agreement • August 1st, 2008 • Anaren Inc • Radio & tv broadcasting & communications equipment • New York
THIS STOCK PURCHASE AGREEMENT (“Agreement”) is made and entered into as of July 30, 2008, by and among M. S. KENNEDY CORP., a New York corporation (“MSK”), the individuals and entities whose names appear on Schedule 1 hereto under the heading “Principal Stockholders” (collectively, the “Principal Stockholders”) and the individuals whose names appear on Schedule 1 hereto under the heading “Minority Stockholders” (each a “Minority Stockholder” and, together with the Principal Stockholders, each a “Seller” and, collectively, the “Sellers”) and Klaus O. Baasch, C.P.A, of Sirchia & Cuomo, LLP of East Syracuse, New York (as “Sellers’ Representative”), on the one hand, and Anaren, Inc., a New York corporation (“Buyer”), on the other hand.
