Sirf Technology Holdings Inc Sample Contracts

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AGREEMENT AND PLAN OF MERGER by and among CSR PLC, SHANNON ACQUISITION SUB, INC. and SiRF TECHNOLOGY HOLDINGS, INC. Dated as of February 9, 2009
Agreement and Plan of Merger • February 10th, 2009 • Sirf Technology Holdings Inc • Semiconductors & related devices • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2009 (this “Agreement”), by and among CSR plc, a company organized under the laws of England and Wales (“Parent”), Shannon Acquisition Sub, Inc., a Delaware corporation that is a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and SiRF Technology Holdings, Inc., a Delaware corporation (the “Company”).

SiRF TECHNOLOGY HOLDINGS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 10th, 2004 • Sirf Technology Holdings Inc • Delaware

This Indemnification Agreement (the “Agreement”) is entered into as of , 200 (the “Effective Date”), by and between SiRF TECHNOLOGY HOLDINGS, INC., a Delaware corporation (the “Corporation”), and (“Indemnitee”).

10,000,000 Shares SIRF TECHNOLOGY HOLDINGS, INC. COMMON STOCK, $0.0001 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • April 1st, 2004 • Sirf Technology Holdings Inc • Semiconductors & related devices • New York

The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with SiRF Technology Holdings, Inc., a Delaware corporation (the “Company”), providing for the initial public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of the Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”).

CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION] SHARE PURCHASE AGREEMENT Among SIRF TECHNOLOGY HOLDINGS, INC. and THE SHAREHOLDERS OF KISEL...
Share Purchase Agreement • May 4th, 2005 • Sirf Technology Holdings Inc • Semiconductors & related devices

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) has been entered into on this 15th day of April, 2005 (the “Effective Date”), by and among SIRF TECHNOLOGY HOLDINGS, INC., a Delaware corporation (“Purchaser”), the persons and entities listed on Schedule I hereto under “Investors” (the “Investors”), the persons listed on Schedule I hereto under “Employees” (the “Employees”), the person listed on Schedule I hereto under “Board Adviser” (the “Board Adviser”) and the persons listed on Schedule I hereto under “Founders” (the “Founders” and, together with the Investors, the Employees and the Board Adviser, the “Shareholders”).

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION. PATENT CROSS LICENSE AND COVENANT NOT TO SUE
Sirf Technology Holdings Inc • February 27th, 2007 • Semiconductors & related devices

This Patent Cross License and Covenant Not To Sue (hereinafter “Patent Cross License”) is made and entered into as of this 1st day of November, 2006 (hereinafter the “EFFECTIVE DATE”) by and between SIRF Technology, Inc., a Delaware Corporation having its principal place of business at 148 E. Brokaw Road, San Jose, California 95112 on the one hand (hereinafter “SiRF”), and u-NAV Microelectronics Corporation, a Delaware Corporation, having its principal place of business at 8 Hughes, Irvine, California 92618, and u-NAV Microelectronics Finland OY, a Finnish corporation having its principal place of business at Hermiankatu 6-8 D, Tampere FIN-33720, Finland on the other hand (collectively hereinafter “u-NAV”). SIRF and u-NAV are collectively referred to herein as the “Parties” and individually as “Party.”

S i R F TECHNOLOGY, INC. LEASE ABSTRACT 17748 SKYPARK CIRCLE MARCH 7, 2002 PREPARED BY: RICK M. KAPLAN SENIOR DIRECTOR CUSHMAN & WAKEFIELD OF CALIFORNIA, INC. 18191 VON KARMAN AVENUE, SUITE 400 IRVINE, CA 92612-0187
Utilities and Services • February 10th, 2004 • Sirf Technology Holdings Inc • California

THIS LEASE is made as of they day of the 5th day of February, 2002, by and between THE IRVINE COMPANY, hereafter called “Landlord,” and SIRF TECHNOLOGY, INC., a Delaware corporation, hereafter called “Tenant.”

CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION] ASSET SALE AGREEMENT
Asset Sale Agreement • June 3rd, 2005 • Sirf Technology Holdings Inc • Semiconductors & related devices • Illinois

THIS ASSET SALE AGREEMENT (this “Agreement”) is entered into as of May 31, 2005, by and between MOTOROLA, INC., a Delaware corporation (“Motorola”), and SIRF TECHNOLOGY HOLDINGS, INC., a Delaware corporation (“SiRF”). Motorola and SiRF are each referred to herein as a “Party” or collectively herein as the “Parties.”

FIRST AMENDMENT TO LEASE
Lease • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

THIS FIRST AMENDMENT TO LEASE (“First Amendment”) dated as of the 15th day of May, 2006 (the “Effective Date”) is by and between HENRY A. PAPPANI and DONALD A. PERRUCCI, Co-Trustees under the Testamentary Trust created by the Will of Anthony Paul Perrucci, deceased; and DONALD A. PERRUCCI, or his successor Trustee, under Josephine E. Perrucci Revocable Trust dated July 7, 1978 (“Landlord”) and SIRF TECHNOLOGY, INC., a Delaware corporation (“Tenant”).

Lease Agreement between VASAKRONAN AB (PUBLIC LIMITED COMPANY) and SIRF TECHNOLOGY AB regarding premises in Stockholm Block Beridarebanan 11
Lease Agreement • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

Note that an appendix is at times required in addition to the X in the check box for the agreement in the appendix to be valid. This is concerns for example regarding the Index Clause, Property Tax Clause and the Lessees right to rent reduction when customary maintenance is done.

SUBLEASE
Lease Agreement • February 10th, 2004 • Sirf Technology Holdings Inc • Iowa

THIS SUBLEASE AGREEMENT made and entered into on this 1st day of July 2002, by and between Westinghouse Air Brake Technologies, Inc. a Delaware corporation (“Sub Landlord”), and SiRF Technology, Inc., a Delaware corporation, with its principal office at 148 East Brokaw Road, San Jose, California 95112 (“Subtenant”);

LEASE BY AND BETWEEN SAN JOSE TECHNOLOGY PROPERTIES, LLC, a Delaware limited liability company as Landlord and SIRF TECHNOLOGY, INC. a California corporation as Tenant For Premises located at
Acceptance Agreement • February 10th, 2004 • Sirf Technology Holdings Inc • California

This Lease is dated as of the lease reference date specified in Section A of the Summary and is made by and between the party identified as Landlord in Section B of the Summary and the party identified as Tenant in Section C of the Summary.

IMAGE - Government of Karnataka Registration Stamp Rs. 100]
Lease and Hire Agreement • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

THIS LEASE AND HIRE AGREEMENT (“Agreement of Lease”) executed at BANGALORE on the 17-2-2005 (SEVENTEENTH day of FEBRUARY Two Thousand and Five):

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between SIRF TECHNOLOGY, INC. as Borrower and SILICON VALLEY BANK, as Bank March 23, 2003
Loan Modification Agreement • March 16th, 2004 • Sirf Technology Holdings Inc • Semiconductors & related devices

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated March 23, 2003, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054, and SIRF TECHNOLOGY, INC., a corporation organized and in good standing in the State of Delaware (“Borrower”), whose address is 148 E. Brokaw Road, San Jose, California 95112 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank.

IMAGE - GOVERNMENT OF KARNATAKA REGISTRATION STAMP Rs. 100] LEASE AGREEMENT
Lease Agreement • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

BYIBC Knowledge Park Pvt. Ltd., a Company Registered under the Indian Companies Act, 1956, having its office at “Diamond District Penthouse (B9) Corporate Tower B, 150, Airport Road, Bangalore – 560 008, represented by its Managing Director, Mr. Yunus Zia, authorized under Board Resolution dated 24th July 2003, hereinafter called the LESSOR (which expression shall, unless repugnant to the context, mean and include, successors, administrators and assigns) of the FIRST PART.

IMAGE—GOVERNMENT OF KARNATAKA STAMP RS. 100] LEASE AGREEMENT
Lease Agreement • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

THIS LEASE AGREEMENT executed at Bangalore on this the 23rd day of February 2004 by Mr. M. Zabulon Athisayam, aged about 34 years, S/o Late Maharaja Nadar, and Ms. Deva Pouse Christy Bai, aged about 28 years, W/o Mr. Zabulon Athisayam, both residing at No. 988, 4th Cross, Ashok Nagar, Bangalore 560 050, hereinafter called the “LESSORS” which expression shall, wherever the context so requires or admits mean and include their heirs, executors, legal representations, administrators, assigns of one part: AND: Impulsesoft Private Limited, a Company incorporated under the Indian Companies Act, 1956 having its registered office at No. 690, 15th Cross, 2nd Phase, J.P. Nagar, Bangalore 560 078 and represented herein by its Chairman and Director Mr. M. Chandrasekaran and hereinafter referred to as the “LESSEE” which expression shall, wherever the context so requires or admits mean and include its successors and assigns of the other part:

THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

THIS THIRD AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 19th day of December, 2006, by and between Silicon Valley Bank (“Bank”) and SIRF TECHNOLOGY, INC., a Delaware corporation (“Borrower”) whose address is 217 Devcon Drive, San Jose, California 95112.

IMAGE – GOVERNMENT OF INDIA REGISTRATION STAMP 10 RUPEES] LEASE DEED
Lease Deed • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices • Delhi

This Deed of Lease is made on this 19th day of February 2004 between SISBRO Promoters Pvt Ltd having its registered offices at 14A/57, First floor, WEA, Karol Bagh, New Delhi, India represented by its Director, Mr. Sunil Chopra hereinafter called the “LESSOR” which expression shall where so ever the context so requires or admits, mean and include the heirs, executors, administrators, successors and permitted assign of the of the First Part)

TENANCY AGREEMENT (OFFICE) UNITED SQUARE
Tenancy Agreement • August 7th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices
LOAN MODIFICATION AGREEMENT
Loan Modification Agreement • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

This Loan Modification Agreement is entered into as of February 14, 2005, by and between SiRF Technology, Inc. (the “Borrower”) and Silicon Valley Bank (“Bank”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 6th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices • California

This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of June 21, 2007 (the “Merger Agreement”), Spartacus I Acquisition Corp., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus I Merger Sub”), Spartacus Ii Acquisition Corp., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus II Merger Sub” and together with Spartacus I Merger Sub, the “Merger Subsidiaries”) and Centrality Communications, Inc., a California corporation (the “Company”), and solely with respect to Article 6 and Article 9, Teh-Tsung Lai, as Shareholder Agent.), is made and entered into as of August 6, 2007, by and between Acquirer, the Company, Spartacus I Merger Sub, Spartacus II Merger Sub and Shareholder Agent. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Merger Agreement.

AGREEMENT AND PLAN OF MERGER BY AND AMONG SiRF TECHNOLOGY HOLDINGS, INC., SPARTACUS I ACQUISITION CORP., SPARTACUS II ACQUISITION CORP., CENTRALITY COMMUNICATIONS, INC. AND TEH-TSUNG LAI, as SHAREHOLDER AGENT Dated as of June 21, 2007
Agreement and Plan of Merger • August 6th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices • California

THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 21, 2007, by and among SiRF TECHNOLOGY HOLDINGS, INC., a Delaware corporation (“Acquirer”), SPARTACUS I ACQUISITION CORP., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus I Merger Sub”), SPARTACUS II ACQUISITION CORP., a California corporation and wholly owned subsidiary of Acquirer (“Spartacus II Merger Sub” and together with Spartacus I Merger Sub, the “Merger Subsidiaries” ) and CENTRALITY COMMUNICATIONS, INC., a California corporation (the “Company”), and solely with respect to Article 6 and Article 9, TEH-TSUNG LAI, as Shareholder Agent. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 10.

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FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices

THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into this 14th day of February, 2007, by and between Silicon Valley Bank (“Bank”) and SIRF TECHNOLOGY, INC., a Delaware corporation (“Borrower”) whose address is 217 Devcon Drive, San Jose, California 95112.

AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT
Share Purchase Agreement • May 4th, 2005 • Sirf Technology Holdings Inc • Semiconductors & related devices

This Amendment No.1 (this “Amendment”) to the Share Purchase Agreement, dated as of April 15, 2005 (the “Share Purchase Agreement”), by and among SiRF Technology Holdings, Inc., a Delaware corporation (“Purchaser”), Tomas Melander (“Melander”) and the other persons and entities listed on Schedule I thereto (together with Melander, the “Shareholders”), is made and entered into as of April 28, 2005, by and between Purchaser and Melander, acting on behalf of the Shareholders in his capacity as the Shareholders’ Representative. Capitalized terms used and not otherwise defined in this Amendment are used herein as defined in the Share Purchase Agreement.

IMAGE – GOVERNMENT OF INDIA REGISTRATION STAMP 10 RUPEES] LEASE DEED
Lease Deed • February 27th, 2007 • Sirf Technology Holdings Inc • Semiconductors & related devices • Delhi

This Deed of Lease is made on this 20th day of May, 2005 between SISBRO Promoters Pvt Ltd having its registered offices at 705 A, Express Green, Sector 44, Noida (UP), India represented by its Director, Mr Sandeep Bhatia (Hereinafter called the “Lessor” which expression shall where so ever the context so requires or admits, mean and include the heirs, executors, administrators, successors and permitted assign of the First part)

PURCHASE AND LICENSE AGREEMENT
Purchase and License Agreement • February 10th, 2004 • Sirf Technology Holdings Inc • California

THIS PURCHASE AND LICENSE AGREEMENT (“Agreement”) is entered into and made effective as of January 28, 2003 (the “Effective Date”) by and between Skyworks Solutions, Inc., with its corporate office located at 20 Sylvan Rd., Woburn, MA 01801 (“SKYWORKS”) and SiRF Technology, Inc., with offices at 148 East Brokaw Road, San Jose, CA 95122 (“SIRF’) (each referred to individually as “the Party” or collectively as “the Parties”).

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between SIRF TECHNOLOGY, INC. as Borrower and SILICON VALLEY BANK, as Bank March , 2003
Loan and Security Agreement • February 10th, 2004 • Sirf Technology Holdings Inc

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated March , 2003, between SILICON VALLEY BANK (“Bank”), whose address is 3003 Tasman Drive, Santa Clara, California 95054, and SIRF TECHNOLOGY, INC., a corporation organized and in good standing in the State of Delaware (“Borrower”), whose address is 148 E. Brokaw Road, San Jose, California 95112 provides the terms on which Bank will lend to Borrower and Borrower will repay Bank.

SiRF TECHNOLOGY HOLDINGS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • February 10th, 2004 • Sirf Technology Holdings Inc • California

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), made and entered into as of the 14th day of February, 2003 by and among SiRF TECHNOLOGY HOLDINGS, INC., a Delaware corporation (the “Company”) and the investors listed on Exhibit A hereto (each, an “Investor,” and together, the “Investors”).

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