Neustar Inc Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 22nd, 2013 • Neustar Inc • Communications services, nec • New York

This REGISTRATION RIGHTS AGREEMENT dated January 22, 2013 (this “Agreement”) is entered into by and among NeuStar, Inc., a Delaware corporation (the “Company”), the guarantors signatory hereto (the “Initial Guarantors”) and J.P. Morgan Securities LLC (“J.P. Morgan”), Morgan Stanley & Co. LLC and RBC Capital Markets, LLC (the “Initial Purchasers”).

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AGREEMENT AND PLAN OF MERGER among AERIAL TOPCO, L.P., AERIAL MERGER SUB, INC. and NEUSTAR, INC. Dated as of December 14, 2016
Agreement and Plan of Merger • December 14th, 2016 • Neustar Inc • Communications services, nec • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 14, 2016, among Aerial Topco, L.P., a Delaware limited partnership (“Parent”), Aerial Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and NeuStar, Inc., a Delaware corporation (the “Company”).

CREDIT AGREEMENT dated as of November 8, 2011 among NEUSTAR, INC. as Borrower, The Lenders Party Hereto, The Guarantors Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC. as Administrative Agent and Initial Swing Line Bank and MORGAN STANLEY SENIOR...
Credit Agreement • November 8th, 2011 • Neustar Inc • Communications services, nec • New York

CREDIT AGREEMENT dated as of November 8, 2011 among NEUSTAR, INC., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), the Initial Issuing Bank (as hereinafter defined), the Initial Swing Line Bank (as hereinafter defined), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).

BIZ Registry Agreement (8 December 2006)
Registry Agreement • March 1st, 2007 • Neustar Inc • Communications services, nec

This REGISTRY AGREEMENT (this “Agreement”) is entered into as of 18 December 2006 by and between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and NeuStar, Inc. a Delaware corporation.

INCENTIVE STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN
Incentive Stock Option Agreement • May 12th, 2008 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of December 18, 2003 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Martin Lowen (the “Participant”).

NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • May 12th, 2008 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of December 18, 2003 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Martin Lowen (the “Participant”).

NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 1999 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of April 10, 2000 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Ken Pickar (the “Participant”).

CREDIT AGREEMENT Dated as of August 14, 2002 among NEUSTAR, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Lender and L/C Issuer, and The Other Lenders Party Hereto BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole Book Manager
Credit Agreement • May 11th, 2005 • Neustar Inc • Communications services, nec • New York

This CREDIT AGREEMENT ("Agreement") is entered into as of August 14, 2002, among NEUSTAR, INC., a Delaware corporation (the "Borrower"), each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., as Administrative Agent, Lender and L/C Issuer.

SECURITY AGREEMENT Dated January 22, 2013 From The Grantors referred to herein as Grantors to MORGAN STANLEY SENIOR FUNDING, INC. as Collateral Agent
Security Agreement • January 22nd, 2013 • Neustar Inc • Communications services, nec • New York

SECURITY AGREEMENT dated January 22, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), made by NEUSTAR, INC., a Delaware corporation (the “Borrower”) and the other Persons listed on the signature pages hereof (the Borrower and the Persons so listed being, collectively, the “Grantors”), to MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent (in such capacity, together with any successor collateral agent appointed pursuant to Article VIII of the Credit Agreement (as hereinafter defined), the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 8th, 2005 • Neustar Inc • Communications services, nec • Delaware

THIS AGREEMENT, made as of June 22, 2004 (the “Effective Date”), by and between NeuStar, Inc., a Delaware corporation (the “Company”), and Jeffrey Babka (the “Participant”).

PERFORMANCE AWARD AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Performance Award Agreement • April 27th, 2011 • Neustar Inc • Communications services, nec
Shares NEUSTAR, INC. CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 28th, 2005 • Neustar Inc • Communications services, nec • New York
DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Directors’ Restricted Stock Unit Agreement • July 28th, 2011 • Neustar Inc • Communications services, nec

This DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Grant Date”), between NEUSTAR, INC. (the “Company”) and [ ] (“you”).

COMMON SHORT CODE LICENSE AGREEMENT BETWEEN CELLULAR TELECOMMUNICATIONS & INTERNET ASSOCIATION AND NEUSTAR, INC. Effective October 17, 2003
License Agreement • June 28th, 2005 • Neustar Inc • Communications services, nec • Virginia

This COMMON SHORT CODE LICENSE AGREEMENT ("Agreement") is made and entered into October 17, 2003 ("Effective Date") by and between the Cellular Telecommunications & Internet Association ("CTIA" or "Licensor"), a District of Columbia non-profit corporation, located at 1250 Connecticut Avenue, NW, Suite 800, Washington, D.C. 20036, and NeuStar, Inc., a Delaware Corporation, having offices at 46000 Center Oak Plaza, Sterling, Va. 20166 ("Registry" or "Licensee").

DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Directors’ Restricted Stock Unit Agreement • July 26th, 2012 • Neustar Inc • Communications services, nec

This DIRECTORS’ RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into as of [ ] (the “Grant Date”), between NEUSTAR, INC. (the “Company”) and [ ] (“you”).

CREDIT AGREEMENT dated as of January 22, 2013 among NEUSTAR, INC. as Borrower, The Lenders Party Hereto, The Guarantors Party Hereto, MORGAN STANLEY SENIOR FUNDING, INC. as Administrative Agent and Initial Swing Line Bank and MORGAN STANLEY SENIOR...
Credit Agreement • January 22nd, 2013 • Neustar Inc • Communications services, nec • New York

CREDIT AGREEMENT, dated as of January 22, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”), among NEUSTAR, INC., a Delaware corporation (the “Borrower”), the Guarantors (as hereinafter defined), the Initial Lenders (as hereinafter defined), the Initial Issuing Bank (as hereinafter defined), the Initial Swing Line Bank (as hereinafter defined), MORGAN STANLEY SENIOR FUNDING, INC. (“MSSF”), as collateral agent (together with any successor collateral agent appointed pursuant to Article VIII, the “Collateral Agent”) for the Secured Parties (as hereinafter defined) and as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent” and, together with the Collateral Agent, the “Agents”) for the Lender Parties (as hereinafter defined).

NEUSTAR, INC. STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 15th, 2005 • Neustar Inc • Communications services, nec • Delaware

This STOCKHOLDERS AGREEMENT, dated as of June 28, 2005 (as amended, modified or supplemented from time to time, this “Agreement”), is entered into by and among (i) NeuStar, Inc., a Delaware corporation (the “Company”); (ii) Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership (“WPEP”); Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership; and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (collectively, the “Warburg Entities”); (iii) MidOcean Capital Investors, L.P., a Delaware limited partnership (“MidOcean”), the successor-in-interest to DB Capital Investors, L.P., a Delaware limited partnership (“DB Capital”); (iv) ABS Capital Partners IV, L.P., a Delaware limited partnership; ABS Capital Partners IV Offshore, L.P., a Cayman Islands Exempted Limited Partnership; ABS Capital Partners IV-A, L.P., a Delaware limited partnership; and ABS Capital Partners IV Special Offshore, L.P., a Cayman Islan

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 10th, 2005 • Neustar Inc • Communications services, nec • Delaware

This Indemnification Agreement (this "Agreement") is made as of , 2005, by and between NeuStar, Inc. (the "Company"), and , an executive officer of the Company ("Indemnitee").

Contract
Contractor Services Agreement • August 11th, 2008 • Neustar Inc • Communications services, nec

Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

NEUSTAR, INC. AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • June 28th, 2005 • Neustar Inc • Communications services, nec • Delaware

This AMENDED AND RESTATED TRUST AGREEMENT, dated September 24, 2004 (as amended, modified or supplemented from time to time, this “Agreement”), is entered into by and among (i) Warburg, Pincus Equity Partners, L.P., a Delaware limited partnership; Warburg, Pincus Netherlands Equity Partners I, C.V., a Netherlands limited partnership; Warburg, Pincus Netherlands Equity Partners II, C.V., a Netherlands limited partnership; and Warburg, Pincus Netherlands Equity Partners III, C.V., a Netherlands limited partnership (collectively, the “Warburg Entities”); (ii) MidOcean Capital Investors, L.P., a Delaware limited partnership (“MidOcean”); (iii) ABS Capital Partners IV, L.P., a Delaware limited partnership; ABS Capital Partners IV Offshore, L.P., a Delaware limited partnership; ABS Capital Partners IV-A, L.P., a Delaware limited partnership; and ABS Capital Partners IV Special Offshore, L.P., a Delaware limited partnership (collectively, “ABS” and, together with MidOcean and the Warburg Enti

NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE NEUSTAR, INC. 2009 STOCK INCENTIVE PLAN
Nonqualified Stock Option Agreement • April 27th, 2011 • Neustar Inc • Communications services, nec
Pursuant to 17 CFR 230.406, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission....
Software Escrow Agreement • May 11th, 2005 • Neustar Inc • Communications services, nec • New York

THIS CONTRACTOR SERVICES AGREEMENT (“Agreement”) is made and entered into this 7th day of November, 1997 (“Effective Date”) by and between the Northeast Carrier Acquisition Company, L.L.C. (the “Customer”), a New York limited liability company, having offices at c/o Carville B. Collins, Piper & Marbury L.L.P., 36 South Charles Street, Baltimore, Maryland 21201 and Lockheed Martin IMS (“Contractor”), a New York corporation, having offices at 1200 K Street NW, 11th Floor, Washington, DC 20005.

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Contract
Contractor Services Agreement • April 27th, 2011 • Neustar Inc • Communications services, nec

Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with the North American Portability Management LLC, as successor to Northeast Carrier Acquisition Company, LLC, which is one of seven agreements that are substantially identical in all material respects other than the parties to the agreements. North American Portability Management, LLC succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other entities listed below. The following list identifies the other parties to the six agreements that have been omitted pursuant to Instruction 2 to Item 601:

Contract
Contractor Services Agreement • March 2nd, 2009 • Neustar Inc • Communications services, nec

Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Amendment No. 51 (NE) January 1, 2006 SOW: o No þYes
Contractor Services Agreement • August 14th, 2006 • Neustar Inc • Communications services, nec

Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with the Northeast Carrier Acquisition Company, LLC, which is one of seven agreements that are substantially identical in all material respects other than the parties to the agreements. North American Portability Management, LLC succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other entities listed below. The following list identifies the other parties to the six agreements that have been omitted pursuant to Instruction 2 to Item 601:

AMENDED AND RESTATED OFFICE LEASE BY AND BETWEEN MERRITT-LT1, LLC, LANDLORD AND NEUSTAR, INC., TENANT
Office Lease by And • June 2nd, 2009 • Neustar Inc • Communications services, nec
AMENDMENT NO. 6 TO CREDIT AGREEMENT
Credit Agreement • November 14th, 2006 • Neustar Inc • Communications services, nec

This Amendment No. 6 to Credit Agreement (this “Agreement”) dated as of August 10, 2006 is made by and between NEUSTAR, INC., a Delaware corporation having its principal place of business in Sterling, Virginia (the “Borrower”), and BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“Bank of America”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as defined below)) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory hereto, and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.

BIZ Registry Agreement (8 December 2006)
Registry Agreement • August 8th, 2007 • Neustar Inc • Communications services, nec • California

This REGISTRY AGREEMENT (this “Agreement”) is entered into as of 18 December 2006 by and between Internet Corporation for Assigned Names and Numbers, a California nonprofit public benefit corporation (“ICANN”), and NeuStar, Inc. a Delaware corporation.

Amendment No. 70 (NE) SOW: þ No o Yes
Neustar Inc • January 28th, 2009 • Communications services, nec

Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with the North American Portability Management LLC, as successor to Northeast Carrier Acquisition Company, LLC, which is one of seven agreements that are substantially identical in all material respects other than the parties to the agreements. North American Portability Management, LLC succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other entities listed below. The following list identifies the other parties to the six agreements that have been omitted pursuant to Instruction 2 to Item 601:

GUARANTEE AGREEMENT made by CERTAIN SUBSIDIARIES OF NEUSTAR, INC. in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of February 6, 2007
Guarantee Agreement • February 9th, 2007 • Neustar Inc • Communications services, nec • New York

GUARANTEE AGREEMENT, dated as of February 6, 2007 (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Credit Agreement, dated as of February 6, 2007 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Neustar, Inc. (the “Borrower”), the Lenders and the Administrative Agent for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns.

THIRD AMENDMENT TO AMENDED AND RESTATED COMMON SHORT CODE LICENSE AGREEMENT CSCA 3.5
License Agreement • October 24th, 2011 • Neustar Inc • Communications services, nec

This Third Amendment (“3rd Amendment”), to the Amended and Restated Common Short Code License Agreement, dated as of the 18th day of July, 2011 between NeuStar, Inc., a Delaware corporation, with offices located at 46000 Center Oak Plaza, Building X, Sterling, VA 20166 (“Neustar”) and CTIA – The Wireless Association (“CTIA”), a District of Columbia non-profit corporation, located at 1400 16th Street, NW, Suite 600, Washington, DC 20036

Amendment No. 98 (NE)
Neustar Inc • July 30th, 2015 • Communications services, nec

Pursuant to Instruction 2 to Item 601 of Regulation S-K, NeuStar, Inc. has filed an agreement with the North American Portability Management LLC, as successor to Northeast Carrier Acquisition Company, LLC, which is one of seven agreements that are substantially identical in all material respects other than the parties to the agreements. North American Portability Management, LLC succeeded to the interests of Northeast Carrier Acquisition Company, LLC and each of the other entities listed below. The following list identifies the other parties to the six agreements that have been omitted pursuant to Instruction 2 to Item 601:

FORM OF RESTRICTED STOCK AGREEMENT UNDER THE NEUSTAR, INC. 2005 STOCK INCENTIVE PLAN
Form of Restricted Stock Agreement • February 28th, 2008 • Neustar Inc • Communications services, nec

This RESTRICTED STOCK AGREEMENT is entered into as of [Date of Grant] (the “Grant Date”), between NEUSTAR, INC. (the “Company”) and [Awardee] (“you”).

Contract
Contractor Services Agreement • March 29th, 2006 • Neustar Inc • Communications services, nec

Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked [* * *]and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.

Amendment No. 2 to the .BIZ Registry Agreement
Neustar Inc • August 11th, 2008 • Communications services, nec

ICANN and NeuStar agree that the following modification is added to Section 3.1.1, Appendix 7 of the 8 December 2006 .BIZ Registry Agreement:

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