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 2.1 or Section 2.2, 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 Arris HoldCo, the Holders of a majority of each class of the Registrable Securities to be included in such Underwritten 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, indemnities no less favorable to the recipient thereof than those provided in Section 2.9. The Holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.4 shall, at Arris HoldCo’s request, enter into an underwriting agreement that contains such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.9. All of the representations 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 Arris HoldCo or the underwriters other than representations, warranties or agreements regarding such Holder, such Holders Registrable Securities, such Holder’s intended method of distribution and any other representations required by Law.

Underwriting Agreements. If requested by the underwriters for any Underwritten Offering requested by Holders pursuant to Section 2.1 or Section 2.2, 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 Arris HoldCo, the Holders of a majority of each class of the Registrable Securities to be included in such Underwritten Offering, Seller 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, indemnities no less favorable to the recipient thereof than those provided in Section 2.9. The Holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.4 shall, at Arris HoldCo’s request, enter into an underwriting agreement that contains such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.9. All of the representations 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 Arris HoldCo or the underwriters other than representations, warranties or agreements regarding such Holder, such Holders Registrable Securities, such Holder’s intended method of distribution and any other representations required by Law.

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 1(b) or Section 2.22, Arris HoldCo and the Holders of Registrable Securities to be included therein Company shall enter into an a customary underwriting agreement with the underwriters for such underwritersoffering. Any such underwriting agreement shall contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in agreements of this type, such agreement including, without limitation, indemnities to be reasonably satisfactory the effect and to the extent provided in substance and form to Arris HoldCoSection 6. In the case of an underwritten offering under Section 1(b) or 2, the Holders of a majority of each class holders of the Registrable Securities to be included in such Underwritten Offering, Seller and its Affiliates that are Holders, offering shall be parties to such underwriting agreement and the underwriters, Company's obligations under such Sections shall be expressly conditioned upon such holders' participation in any such underwriting and to contain the inclusion of their Registrable Securities in any such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable underwriting to the recipient thereof than those extent provided in Section 2.9herein. The Holders If any holder does not agree to the terms of any such underwriting, such holder's Registrable Securities shall be excluded therefrom. In the case of an underwritten offering under Section 1(b) or 2, the holders of a majority of the Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.4 shallsuch offering may, at Arris HoldCo’s requesttheir option, enter into an underwriting agreement require that contains such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.9. All any or all of the representations and warranties by, and the other agreements on the part of, Arris HoldCo the Company to and for the benefit of the underwriters for such underwriters included in each such underwriting agreement shall also offering be made to and for the benefit of such Holders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such the underwriting agreement shall also be conditions precedent to the obligations of such Holdersholders of Registrable Securities. No Holder shall be required in any such underwriting agreement (or other agreement in connection with any offering of Registrable Securities hereunder) shall require any holder of Registrable Securities, in their respective capacities as stockholders and/or controlling persons, to make any representations or warranties to or agreements with Arris HoldCo the Company or the underwriters other than representations, warranties or agreements regarding such Holderholder, the ownership of such Holders holder's Registrable Securities, Securities and such Holder’s holder's intended method or methods of distribution disposition and any other representations representation required by Lawlaw or to furnish any indemnity to any Person which is broader than the indemnity furnished by such holder pursuant to Section 6(b). In connection with any underwritten offering under Section 1(b), the Company, to the extent requested by the managing 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 pursuant to Section 2.1 Sections 2(c) or Section 2.22(d), Arris HoldCo 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 Arris HoldCo(i) the Company, (ii) in the case of an Underwritten Offering requested by the Initial Holders pursuant to Section 2(c), the Initial Holders of holding a majority of each class of the Registrable Securities to be included in such Underwritten OfferingOffering by the Initial Holders, Seller and its Affiliates that are (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 limitationany or all of the representations and warranties made by, indemnities no less favorable and the other agreements on the part of, the Company to and for the recipient 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, or agreements with, the Company or the underwriters other than (i) representations and warranties contained in a writing furnished by such Holder expressly for use in such registration statement, (ii) representations, warranties and agreements regarding such Holder, the Registrable Securities and such Holder's intended method of distribution thereof than those provided in Section 2.9and (iii) any other representation, warranty or agreement required by law. The Holders of holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.4 shall, at Arris HoldCo’s request, 3 hereof shall enter into such an underwriting agreement that contains such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to at the recipient thereof than those provided in Section 2.9. All request of the representations 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 Arris HoldCo or the underwriters other than representations, warranties or agreements regarding such Holder, such Holders Registrable Securities, such Holder’s intended method of distribution and any other representations required by LawCompany.

Underwriting Agreements. If requested by the underwriters for any ----------------------- Underwritten Offering requested by Holders pursuant to Section 2.1 2 or Section 2.23, Arris HoldCo 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 Arris HoldCothe Company, the Holders of holding a majority of each class of the Registrable Securities to be included in such Underwritten Offering, Seller and its Affiliates that are Holders, 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 2.98. The Holders of holding any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.4 shall, at Arris HoldCo’s request, 4 shall enter into such an underwriting agreement that contains such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to at the recipient thereof than those provided in Section 2.9. All request of the representations 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 HoldersCompany. No Holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with Arris HoldCo the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holders Holder's Registrable Securities, such Holder’s 's intended method of distribution and any other representations required by Lawlaw 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 Shareholders pursuant to a Registration under Section 2.1 2.2 or Qualified Secondary Underwritten Offering under Section 2.22.1, Arris HoldCo and the Holders of Registrable Securities to be included therein Company shall enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be reasonably satisfactory in substance and form to Arris HoldCothe Company, the Holders of a majority of each class of the Shareholder with Registrable Securities to be included in such Underwritten Offering or Qualified Secondary Underwritten Offering, Seller and its Affiliates that are Holders, 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, indemnities no less favorable to the recipient thereof than those provided in Section 2.9. The Holders of any Each Shareholder with Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.4 shall, at Arris HoldCo’s request, or Qualified Secondary Underwritten Offering by such underwriters shall enter into an such underwriting agreement that contains such terms and conditions as are generally prevailing in agreements at the request of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.9Company. All of the representations and warranties by, and the other agreements on the part of, Arris HoldCo the Company 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 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 HoldersShareholders. No Holder 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 Arris HoldCo with, the Company or the underwriters other than representations, warranties or agreements regarding such HolderShareholder, such Holders Shareholder's Registrable Securities, such Holder’s Shareholder's intended method of distribution and any other representations required by Lawlaw, and (y) the liability of each such Shareholder to any underwriter under such underwriting agreement will be limited to liability arising from misstatements or omissions regarding such Shareholder and its intended method of distribution and any such liability shall not exceed an amount equal to the amount of net proceeds such Shareholder derives from such registration; provided, however, that in an offering by the Company 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.