Marvell Technology Group LTD Sample Contracts

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COMMON STOCK
Underwriting Agreement • May 5th, 2000 • Marvell Technology Group LTD • Semiconductors & related devices • New York
RECITALS:
Purchase and Sale Agreement • December 15th, 2003 • Marvell Technology Group LTD • Semiconductors & related devices • California
BY AND BETWEEN
Supply Agreement • September 17th, 2002 • Marvell Technology Group LTD • Semiconductors & related devices
AS LANDLORD AND
Marvell Technology Group LTD • September 12th, 2000 • Semiconductors & related devices • California
TO THE EXTENT THE TRUST INDENTURE ACT APPLIES TO THIS INDENTURE OR ANY SUPPLEMENTAL INDENTURE, CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939
Marvell Technology Group LTD • April 12th, 2021 • Semiconductors & related devices • New York

INDENTURE, dated as of April 12, 2021, between Marvell Technology, Inc., a Delaware corporation (herein called the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 12th, 2021 • Marvell Technology Group LTD • Semiconductors & related devices • New York

This REGISTRATION RIGHTS AGREEMENT dated April 12, 2021 (this “Agreement”) is entered into by and among Marvell Technology, Inc., a Delaware corporation (the “Company”), Marvell Technology Group Ltd., a Bermuda Company (“Marvell” or the “Initial Guarantor”) and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC (the “Representatives”), as representatives of the Initial Purchasers listed on Schedule 1 of the Purchase Agreement (as defined below).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 30th, 2008 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

This Indemnification Agreement (the “Agreement”) is entered into as of , 2008 by and between Marvell Technology Group Ltd., a Bermuda company (the “Company”), and the undersigned (“Indemnitee”).

Marvell Technology Group Ltd. as Issuer and U.S. Bank National Association, as Trustee INDENTURE Dated as of June 22, 2018
Indenture • June 22nd, 2018 • Marvell Technology Group LTD • Semiconductors & related devices • New York

INDENTURE, dated as of June 22, 2018, between Marvell Technology Group Ltd., a Bermuda exempted company (herein called the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

Marvell Technology Group Ltd. as Issuer and U.S. Bank National Association, as Trustee INDENTURE Dated as of [ ], 20[ ]
Marvell Technology Group LTD • June 13th, 2018 • Semiconductors & related devices • New York

INDENTURE, dated as of [ ], 20[ ], between Marvell Technology Group Ltd., a Bermuda exempted company (herein called the “Company”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

SUBLEASE (645 Almanor, Sunnyvale)
Marvell Technology Group LTD • March 23rd, 2000 • California
COMMON STOCK
Common Stock • June 8th, 2000 • Marvell Technology Group LTD • Semiconductors & related devices • New York
FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • October 10th, 2008 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

This Indemnification Agreement (the “Agreement”) is entered into as of , 20 by and between Marvell Technology Group Ltd., a Bermuda company (the “Company”), and the undersigned (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER by and among: MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company; ANTIGUA ACQUISITION CORP., a Delaware corporation; and AQUANTIA CORP. a Delaware corporation Dated as of May 6, 2019
Agreement and Plan of Merger • May 16th, 2019 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER(this “Agreement”) is made and entered into as of May 6, 2019, by and among: MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Parent”); ANTIGUA ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and AQUANTIA CORP., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

CREDIT AGREEMENT dated as of December 7, 2020, among MARVELL TECHNOLOGY GROUP LTD., MAUI HOLDCO, INC., the GUARANTORS Party Hereto the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent and JPMORGAN CHASE BANK, N.A., as...
Credit Agreement • December 8th, 2020 • Marvell Technology Group LTD • Semiconductors & related devices • New York

CREDIT AGREEMENT dated as of December 7, 2020, among MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company, MAUI HOLDCO, INC., a Delaware corporation, the GUARANTORS party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent.

RECITALS
Investors Rights Agreement • March 23rd, 2000 • Marvell Technology Group LTD
VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 16th, 2019 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

THIS VOTING AND SUPPORT AGREEMENT(this “Agreement”) is entered into as of May 6, 2019, by and between MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Parent”), and [ ] (“Stockholder”).

MARVELL TECHNOLOGY GROUP LTD. SUBSCRIPTION AGREEMENT
Subscription Agreement • March 29th, 2013 • Marvell Technology Group LTD • Semiconductors & related devices • California

ENROLLMENT DATE: I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

MARVELL TECHNOLOGY GROUP LTD. SUBSCRIPTION AGREEMENT
Subscription Agreement • December 4th, 2020 • Marvell Technology Group LTD • Semiconductors & related devices • California

Prior to any relevant taxable or tax withholding event, as applicable, I will make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, I authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations, if any, with regard to all applicable Tax-Related Items by one or a combination of the following: (a) withholding from my wages or other cash compensation payable to me by the Company and/or the Employer; (b) withholding from proceeds of the sale of shares of Common Stock acquired upon exercise of the Purchase Right either through a voluntary sale or through a mandatory sale arranged by the Company (on my behalf pursuant to this authorization); or (c) withholding shares of Common Stock to be issued upon exercise of the Purchase Right, provided, however, that if I am a Section 16 officer of the Company, withholding shares of Common Stock will be subject

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company; MAUI HOLDCO, INC., a Delaware corporation; MAUI ACQUISITION COMPANY LTD, a Bermuda exempted company; INDIGO ACQUISITION CORP., a...
Agreement and Plan of Merger and Reorganization • October 30th, 2020 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of October 29, 2020, by and among: (a) MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Marvell”); (b) MAUI HOLDCO, INC., a Delaware corporation and a wholly owned Subsidiary of Marvell (“HoldCo”); (c) MAUI ACQUISITION COMPANY LTD, a Bermuda exempted company and a wholly owned Subsidiary of HoldCo (“Bermuda Merger Sub”); (d) INDIGO ACQUISITION CORP., a Delaware corporation and a wholly owned Subsidiary of HoldCo (“Delaware Merger Sub”); and (e) INPHI CORPORATION, a Delaware corporation (the “Company”). Marvell, HoldCo, Bermuda Merger Sub, Delaware Merger Sub and the Company are referred to collectively in this Agreement as the “parties” and individually as a “party”; and Marvell and the Company are referred to collectively in this Agreement as the “Principal Parties” and individually as a “Principal Party.” Certain capitalized terms used in this Agreement are defined in Exhibi

OPTION AGREEMENT
Option Agreement • November 13th, 2007 • Marvell Technology Group LTD • Semiconductors & related devices • California
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AMENDED AND RESTATED 1995 STOCK OPTION PLAN
Stock Unit Agreement • December 4th, 2019 • Marvell Technology Group LTD • Semiconductors & related devices • California
PURCHASE AND SALE AGREEMENT by and among
Purchase and Sale Agreement • April 13th, 2006 • Marvell Technology Group LTD • Semiconductors & related devices • California

This Purchase and Sale Agreement is dated as of February 17, 2006 (the “Agreement”), by and among Avago Technologies Limited, a company organized under the laws of Singapore (“Seller Parent”), Avago Technologies Imaging Holding (Labuan) Corporation, a company organized under the laws of Labuan (“Seller”), each Subsidiary or Affiliate of Seller (including the IPL Owners) that is transferring assets and will execute a joinder to this Agreement prior to the Closing (collectively, the “Other Sellers”), Marvell Technology Group Ltd., a Bermuda corporation (“Purchaser Parent”), and Marvell International Technology Ltd., a Bermuda corporation (“Purchaser”) (each, a “Party” and collectively, the “Parties”).

FIRST AMENDMENT TO VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • May 16th, 2019 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

THIS FIRST AMENDMENT TO VOTING AND SUPPORT AGREEMENT (this “Amendment”) is made as of May 10, 2019, by and between MARVELL TECHNOLOGY GROUP LTD. (“Parent”) and [ ] (“Stockholder”). Each of Parent and Stockholder are referred to herein as a “party” or collectively as the “parties”.

MARVELL SEVERANCE AGREEMENT
Severance Agreement • December 4th, 2020 • Marvell Technology Group LTD • Semiconductors & related devices • California

This Severance Agreement (the “Agreement”) is made and entered into by and between Matthew Murphy (the “Employee”) and Marvell Semiconductor, Inc. (the “Company”), effective on the last date signed below.

VOTING AGREEMENT
Voting Agreement • November 20th, 2017 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is entered into as of November 19, 2017, by and between MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Parent”), and Syed B. Ali (“Stockholder”), a stockholder of CAVIUM, INC., a Delaware corporation (the “Company”).

REVOLVING CREDIT AGREEMENT dated as of December 7, 2020, among MARVELL TECHNOLOGY GROUP LTD., MAUI HOLDCO, INC., the GUARANTORS Party Hereto the LENDERS Party Hereto BANK OF AMERICA, N.A., as the Administrative Agent and JPMORGAN CHASE BANK, N.A.,...
Revolving Credit Agreement • December 8th, 2020 • Marvell Technology Group LTD • Semiconductors & related devices • New York

REVOLVING CREDIT AGREEMENT dated as of December 7, 2020, among MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company, MAUI HOLDCO, INC., a Delaware corporation, the GUARANTORS party hereto, the LENDERS party hereto and BANK OF AMERICA, N.A., as the Administrative Agent.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 20th, 2017 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 19, 2017, by and among: MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company (“Parent”); KAUAI ACQUISITION CORP., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”); and CAVIUM, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

EXHIBIT 10.6 MARVELL TECHNOLOGY GROUP LTD. INVESTOR RIGHTS AGREEMENT SEPTEMBER 10, 1999 TABLE OF CONTENTS
Investors Rights Agreement • June 8th, 2000 • Marvell Technology Group LTD • Semiconductors & related devices
CREDIT AGREEMENT dated as of June 13, 2018, among MARVELL TECHNOLOGY GROUP LTD., the LENDERS Party Hereto, GOLDMAN SACHS BANK USA, as the General Administrative Agent and the Term Facility Agent, and BANK OF AMERICA, N.A., as the Revolving Facility...
Credit Agreement • June 13th, 2018 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

CREDIT AGREEMENT dated as of June 13, 2018, among MARVELL TECHNOLOGY GROUP LTD., a Bermuda exempted company, the LENDERS party hereto, GOLDMAN SACHS BANK USA, as the General Administrative Agent and the Term Facility Agent, and BANK OF AMERICA, N.A., as the Revolving Facility Agent.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 4th, 2019 • Marvell Technology Group LTD • Semiconductors & related devices • Delaware

ASSET PURCHASE AGREEMENT, dated as of May 29, 2019 (this “Agreement”), between Marvell Technology Group Ltd., a Bermuda exempted company (the “Seller”), and NXP USA, Inc., a Delaware corporation (the “Buyer”).

AMENDED AND RESTATED 1995 STOCK OPTION PLAN
Stock Unit Agreement • March 29th, 2018 • Marvell Technology Group LTD • Semiconductors & related devices • California
MARVELL TECHNOLOGY GROUP LTD. AMENDED & RESTATED 1995 STOCK OPTION PLAN RESTRICTED STOCK AGREEMENT
Marvell Technology Group LTD • April 13th, 2006 • Semiconductors & related devices
Marvell Technology Group Ltd., as Issuer and as Trustee and Second Supplemental Indenture Dated as of April 15, 2021 to Indenture Dated as of June 22, 2018
Marvell Technology Group LTD • April 19th, 2021 • Semiconductors & related devices • New York

SECOND SUPPLEMENTAL INDENTURE, dated as of April 15, 2021 (“Second Supplemental Indenture”), by and between Marvell Technology Group Ltd., a Bermuda exempted company (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

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