Comtech Telecommunications Corp /De/ Sample Contracts

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 25th, 2000 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • California
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Asset Purchase Agreement • October 16th, 2002 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York
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Rights Agreement • December 23rd, 1998 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware
Common Stock
Underwriting Agreement • February 17th, 2000 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Illinois
THIRD AMENDED AND RESTATED CREDIT AGREEMENTdated as ofNovember 7, 2023,amongCOMTECH TELECOMMUNICATIONS CORP.,as Borrower,The Lenders Party Hereto,andCITIBANK, N.A., as Administrative Agent and Issuing Bank _________________________CITIBANK, N.A.,...
Credit Agreement • December 7th, 2023 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 7, 2023 (this “Agreement”), among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (the “Borrower”), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent and Issuing Bank.

LICENSE AGREEMENT
License Agreement • October 29th, 1999 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Ontario
AGREEMENT
Loan and Security Agreement • October 25th, 2001 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment
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Asset Purchase Agreement • May 14th, 2001 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York
COMMON STOCK
Underwriting Agreement • January 14th, 2000 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Illinois
Comtech Telecommunications Corp. 7,145,000 Shares Common Stock ($0.10 par value) Underwriting Agreement
Underwriting Agreement • June 17th, 2016 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 7,145,000 shares of common stock, $0.10 par value (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,071,750 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires.

AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., CONVOY LTD. and GILAT SATELLITE NETWORKS LTD. Dated January 29, 2020
Agreement and Plan of Merger • January 29th, 2020 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This agreement and plan of merger (this “Agreement”) is dated January 29, 2020, among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Parent”), CONVOY LTD., a company organized under the Laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and GILAT SATELLITE NETWORKS LTD., a company organized under the Laws of the State of Israel (the “Company,” and together with Parent and Merger Sub, the “Parties”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 8th, 2007 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This Indemnification Agreement (“Agreement”) is made as of ________ by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).

CHANGE-IN-CONTROL AGREEMENT Tier 1
Control Agreement • September 29th, 2022 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the “Company”). In addition, our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction, including in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you, and (iii) to provide you with fair and reasonable protection, including protectio

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • November 23rd, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 22, 2015, is made by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp., a Maryland corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and TeleCommunication Systems, Inc., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are referred to herein collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG COMTECH TELECOMMUNICATIONS CORP., AND THE ENTITIES LISTED ON EXHIBIT B HERETO Dated as of October 19, 2021
Registration Rights Agreement • October 22nd, 2021 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of October 19, 2021, by and among Comtech Telecommunications Corp., a Delaware corporation (the “Company”), and the entities that are listed on Exhibit B attached hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A.

LONG TERM PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.
Performance Share Award Agreement • September 24th, 2019 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS LONG TERM PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), made effective as of [GRANT DATE], by and between Comtech Telecommunications Corp. (the “Company”) and [PARTICIPANT NAME] (the “Participant”).

TENDER AND SUPPORT AGREEMENT by and among comtech telecommunications corp. Typhoon acquisition Corp, telecommunication systems, inc. and Jon B. Kutler dated as of
Tender and Support Agreement • November 23rd, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Maryland

This Tender and Support Agreement (this “Agreement”), dated as of November 22, 2015 2015, is by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Typhoon Acquisition Corp, a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), TeleCommunication Systems, Inc., a Maryland corporation (the “Company”), and Jon B. Kutler (the “Shareholder”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).

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EMPLOYMENT AGREEMENT
Employment Agreement • December 7th, 2016 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

SIXTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated November 18, 2016 (the “Effective Date”) between Comtech Telecommunications Corp. (the “Company”) and Fred Kornberg (“Kornberg”).

CHANGE-IN-CONTROL AGREEMENT Tier 2
Comtech Telecommunications Corp /De/ • September 29th, 2022 • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the “Company”). Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a c

AGREEMENT AND PLAN OF MERGER by and among COMTECH TELECOMMUNICATIONS CORP., ANGELS ACQUISITION CORP. and CPI INTERNATIONAL, INC. dated as of May 8, 2010
Agreement and Plan of Merger • May 11th, 2010 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2010, is entered into by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Angels Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and CPI International, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.

PERFORMANCE SHARE AWARD AGREEMENT PURSUANT TO THE COMTECH TELECOMMUNICATIONS CORP.
Performance Share Award Agreement • October 3rd, 2013 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”), made effective as of [GRANT DATE], by and between Comtech Telecommunications Corp. (the “Company”) and [PARTICIPANT NAME] (the “Participant”).

AGREEMENT AND PLAN OF MERGER among COMTECH TELECOMMUNICATIONS CORP., COMTECH TA CORP. and RADYNE CORPORATION Dated as of May 10, 2008
Agreement and Plan of Merger • May 22nd, 2008 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 10, 2008, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (“Parent”), COMTECH TA CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and RADYNE CORPORATION, a Delaware corporation (the “Company”).

ARTICLE I DEFINED TERMS; GENERAL MATTERS
Loan and Security Agreement • October 30th, 2000 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Alabama
EMPLOYMENT AGREEMENT
Employment Agreement • January 9th, 2024 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

This Employment Agreement (this “Agreement”) is made and entered into as of December 1, 2023, by and between [EXECUTIVE NAME] (“Executive”) and Comtech Telecommunications Corp., a Delaware corporation (the “Company”).

FORM OF VOTING AGREEMENT
Form of Voting Agreement • January 29th, 2020 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

This Voting Agreement, dated as of January 29, 2020 (this “Agreement”), is entered into by and among Comtech Telecommunications Corp., a Delaware corporation (“Parent”) and each of the shareholders of Gilat Satellite Networks Ltd., a company organized under the laws of the State of Israel (the “Company”) listed on the signature pages hereto (the “Shareholders”).

CREDIT AGREEMENT Dated as of June 24, 2009 by and among COMTECH TELECOMMUNICATIONS CORP. and CITIBANK, N.A., as Administrative Agent and THE LENDERS PARTY HERETO
Credit Agreement • March 3rd, 2010 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

CREDIT AGREEMENT, dated as of June 24, 2009, by and among COMTECH TELECOMMUNICATIONS CORP., a Delaware corporation (the “Company”), the LENDERS which from time to time are parties to this Agreement (individually, a “Lender” and, collectively, the “Lenders”) and CITIBANK, N.A., a national banking association organized under the laws of the United States of America, as Administrative Agent.

Comtech Telecommunications Corp.
Letter Agreement • October 1st, 2015 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

This letter agreement (this “Agreement”) confirms and sets forth the terms of your change of employment position with Comtech Telecommunications Corp. (the “Company”) from Senior Vice President, President of Comtech EF Data Corp. to Senior Advisor from August 2, 2015, (the “Termination Date”) through January 31, 2016 (the “Consulting Period”).

CHANGE-IN-CONTROL AGREEMENT Tier 3
Comtech Telecommunications Corp /De/ • September 17th, 2008 • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp. (the “Company”) considers it essential to the best interests of its stockholders to foster the continued employment of key management personnel. Our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you in those circumstances, and (iii) to provide you with fair and reasonable protection from the risks of a change in ownership and control so that you will be in a position to help the Company complete a transaction that would be beneficial to stockholders. Th

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • September 17th, 2008 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated September 16, 2008 between Comtech Telecommunications Corp. (the “Company”) and Fred Kornberg (“Kornberg”).

TERMINATION AND RELEASE AGREEMENT
Termination and Release Agreement • September 8th, 2010 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • Delaware

TERMINATION AND RELEASE AGREEMENT, dated as of September 7, 2010 (this “Agreement”), among Comtech Telecommunications Corp., a Delaware corporation (“Parent”), Angels Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and CPI International, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties”).

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