Agere Systems Inc Sample Contracts

1 Exhibit 4.2 RIGHTS AGREEMENT Dated as of March 26, 2001
Rights Agreement • April 5th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
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AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • December 7th, 2006 • Agere Systems Inc • Semiconductors & related devices • Delaware
Shares
Underwriting Agreement • March 26th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
By and between
Asset Purchase Agreement • January 31st, 2003 • Agere Systems Inc • Semiconductors & related devices • New York
AS ISSUER
Indenture • June 11th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
BY AND AMONG
Agreement and Plan of Merger • February 6th, 2004 • Agere Systems Inc • Semiconductors & related devices • New York
Joint Filing Agreement
Joint Filing Agreement • February 14th, 2003 • Agere Systems Inc • Semiconductors & related devices

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, $0.01 par value of Agere Systems Inc., dated as of February 13, 2003, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

LUCENT TECHNOLOGIES MICROELECTRONICS PTE. LTD. JOINT VENTURE AGREEMENT
Joint Venture Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices
INDENTURE
Indenture • August 9th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
AMENDED AND RESTATED RIGHTS AGREEMENT Between AGERE SYSTEMS INC. AND COMPUTERSHARE INVESTOR SERVICES, LLC, (as successor to The Bank of New York), Rights Agent
Rights Agreement • June 1st, 2005 • Agere Systems Inc • Semiconductors & related devices • New York

AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”), originally dated as of March 26, 2001 and amended and restated as of May 27, 2005, between AGERE SYSTEMS INC., a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, (the “Rights Agent”).

AND
Tax Sharing Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
BY AND BETWEEN
Trademark License Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
among
Agreement • October 5th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
AND
Separation and Distribution Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
by and between
Product Purchase Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
by and among
Registration Rights Agreement • June 3rd, 2003 • Agere Systems Inc • Semiconductors & related devices • New York
EXHIBIT 10 RECEIVABLES LOAN AGREEMENT DATED AS OF JANUARY 22, 2002
Receivables Loan Agreement • May 21st, 2002 • Agere Systems Inc • Semiconductors & related devices • New York
Form of Underwriting Agreement
Agere Systems Inc • June 6th, 2002 • Semiconductors & related devices • New York
AND
Employee Benefits Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices
AGERE SYSTEMS INC.
Assignment and Joint Ownership Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices
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by and among
Patent and Technology License Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
SUPPLEMENTAL AGREEMENT TO JOINT VENTURE AGREEMENT DATED DECEMBER 19, 1997
Supplemental Agreement • September 23rd, 2004 • Agere Systems Inc • Semiconductors & related devices
EMPLOYEE BENEFITS AGREEMENT BY AND BETWEEN LUCENT TECHNOLOGIES INC.
Employee Benefits Agreement • July 18th, 2002 • Agere Systems Inc • Semiconductors & related devices
FIRST AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • June 1st, 2005 • Agere Systems Inc • Semiconductors & related devices

This First Amendment to Rights Agreement (this “Amendment”), dated as of April 1, 2005, by and between AGERE SYSTEMS INC., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK (“BNY”), amends the Rights Agreement, dated as of March 26, 2001, by and between the Company and BNY (the “Rights Agreement”).

EXHIBIT 10.8 [DRAFT] AGERE SYSTEMS INC. 2001 LONG TERM INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT
Plan Nonstatutory Stock Option Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • Delaware
by and between
Fiber Product Purchase Agreement • February 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
364-DAY
Facility Agreement • March 7th, 2001 • Agere Systems Inc • Semiconductors & related devices • New York
Exhibit 10.2 TERMINATION AGREEMENT Agere Systems Inc. ("Agere") and Lucent Technologies Inc. ("Lucent") are parties to a Joint Design Center Operating Agreement dated as of February 1, 2001, relating to Micro Electro Mechanical Systems ("MEMS"). An...
Termination Agreement • June 11th, 2002 • Agere Systems Inc • Semiconductors & related devices

Agere Systems Inc. ("Agere") and Lucent Technologies Inc. ("Lucent") are parties to a Joint Design Center Operating Agreement dated as of February 1, 2001, relating to Micro Electro Mechanical Systems ("MEMS"). An important element in the success of the activities performed under that Agreement is the operation of Agere's SFRL facility located in Lucent's Murray Hill offices.

AGREEMENT of SALE
Agreement of Sale • September 19th, 2005 • Agere Systems Inc • Semiconductors & related devices • New York

This Agreement is not assignable by Buyers or Company without the express written consent of the Buyers, in respect of a proposed assignment by Company, and of Company, in respect of a proposed assignment by a Buyer. Any attempted assignment without such consent shall be null and void and shall constitute a default of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, AGSCL may freely assign this Agreement to an entity controlled by Angelo, Gordon & Co., L.P. In the event of any such assignment, AGSCL will notify Company accordingly and the assignee will be deemed to have assumed all obligations and responsibilities of the assignor hereunder.

Contract
Receivables Loan Agreement • December 12th, 2002 • Agere Systems Inc • Semiconductors & related devices • New York

AMENDMENT NO. 1 AND WAIVER Dated as of August 29, 2002 to RECEIVABLES LOAN AGREEMENT Dated as of January 22, 2002 THIS AMENDMENT NO. 1 AND WAIVER (this “Amendment and Waiver”) dated as of August 29, 2002 is entered into by and among AGERE SYSTEMS RECEIVABLES FUNDING LLC, a Delaware limited liability company (the “Borrower”), AGERE SYSTEMS INC., a Delaware corporation, as collection agent (the “Collection Agent”) the entities parties hereto as “CONDUIT LENDERS”, “RELATED COMMITTED LENDERS” and “LENDER AGENTS” and WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH, as agent for the Lenders (in such capacity, the “Agent”). PRELIMINARY STATEMENTS A. The Borrower, the Conduit Lenders, the Related Committed Lenders, the Lender Agents and the Agent are parties to that certain Receivables Loan Agreement dated as January 22, 2002 (as amended or otherwise modified prior to the date hereof, the “Receivables Loan Agreement”). Capitalized terms used and not otherwise defined herein shall have

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