Exhibit B VOTING AGREEMENTVoting Agreement • March 30th, 2001 • Alcatel • Telephone & telegraph apparatus • Ontario
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANYStock Option Agreement • March 8th, 1999 • Alcatel • Telephone & telegraph apparatus • California
ESCROW AGREEMENTEscrow Agreement • March 30th, 2001 • Alcatel • Telephone & telegraph apparatus
ALCATEL and IMAGICTV INC.Agreement • February 18th, 2003 • Alcatel • Telephone & telegraph apparatus • Ontario
ARTICLE 3 REPRESENTATIONS AND WARRANTIESMerger Agreement • March 3rd, 2000 • Alcatel • Telephone & telegraph apparatus • Ontario
VOTING AGREEMENTVoting Agreement • March 3rd, 2000 • Alcatel • Telephone & telegraph apparatus • Ontario
Exhibit (c)(3) SHAREHOLDER AGREEMENT (YP) THIS SHAREHOLDER AGREEMENT dated as of March 1, 1999 (this "Agreement") is by and among Alcatel, a French corporation ("Parent"), Zeus Acquisition Corp. a California corporation ("Purchaser"), Yuri Pikover...Shareholder Agreement • March 8th, 1999 • Alcatel • Telephone & telegraph apparatus • California
FORM OF ESCROW AGREEMENT BY AND AMONG ALCATEL,Escrow Agreement • February 15th, 2002 • Alcatel • Telephone & telegraph apparatus • New York
ANDSupplemental Indenture • November 30th, 2006 • Alcatel Lucent • Telephone & telegraph apparatus • New York
OPTION AGREEMENTOption Agreement • March 3rd, 2000 • Alcatel • Telephone & telegraph apparatus • Ontario
ANDAgreement and Plan of Merger • March 8th, 1999 • Alcatel • Telephone & telegraph apparatus • California
BY AND AMONG ALCATEL,Agreement and Plan of Merger • February 15th, 2002 • Alcatel • Telephone & telegraph apparatus • Delaware
FILING AGREEMENT BETWEEN ALCATEL AND ALCATEL CANADA INC. The undersigned hereby agree that the Schedule 13D with respect to the Common Stock, no par value, of ImagicTV Inc. dated of even date herewith is and shall be filed on behalf of both of us...Filing Agreement • February 18th, 2003 • Alcatel • Telephone & telegraph apparatus
The undersigned hereby agree that the Schedule 13D with respect to the Common Stock, no par value, of ImagicTV Inc. dated of even date herewith is and shall be filed on behalf of both of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Exhibit 10.1 FORM OF STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of January ___, 2002 (this "Agreement"), by and among [ ] (the "Stockholder"), Astral Point Communications, Inc., a Delaware corporation (the "Company"), Alcatel, a French...Form of Stockholder Agreement • February 15th, 2002 • Alcatel • Telephone & telegraph apparatus • Delaware
DSC COMMUNICATIONS CORPORATION PROXY CARD PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON AUGUST 27, 1998 The undersigned hereby (a) acknowledges receipt of the Notice of Special Meeting of...Alcatel Alsthom /France • July 28th, 1998 • Telephone & telegraph apparatus
AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit AgreementDeposit Agreement • June 4th, 2008 • Alcatel Lucent • Telephone & telegraph apparatus • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of November 22, 2006,________, 2008, among ALCATEL LUCENT, a société anonyme organized under the laws of The Republic of France (the "Company"), THE BANK OF NEW YORK, a New York banking corporation (the "Depositary"), and all Holders from time to time of American Depositary Shares issued hereunder.
ALCATEL AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of March 1, 1991 and Amended and Restated as of May 15, 1992 As Amended by Amendment No. 1, dated as of January...Deposit Agreement • November 16th, 2006 • Alcatel • Telephone & telegraph apparatus • New York
DEPOSIT AGREEMENT dated as of March 1, 1991 and Amended and Restated as of May 15, 1992, as amended by Amendment No. 1, dated as of January 3, 1997, as further amended and restated as of March 10, 1997, as further amended and restated as of May 10, 2000, and as further amended and restated as of May 22, 2000, and as further amended and restated as of March 19, 2003, among ALCATEL, a société anonyme organized under the laws of The Republic of France (the "Company"), THE BANK OF NEW YORK, a New York banking corporation (the "Depositary"), and all Holders from time to time of American Depositary Receipts issued hereunder.
SUBORDINATED GUARANTYSubordinated Guaranty • April 6th, 2007 • Alcatel Lucent • Telephone & telegraph apparatus • New York
THIS SUBORDINATED GUARANTY is made as of this 27th day of March, 2007, by LUCENT TECHNOLOGIES INC., a Delaware corporation (“Guarantor") in favor of the Guarantied Parties referred to below.
WITNESSETHWarrant Conversion Agreement • November 30th, 2006 • Alcatel Lucent • Telephone & telegraph apparatus • New York
March 10, 1997Alcatel • November 16th, 2006 • Telephone & telegraph apparatus
Deposit Agreement dated as of March 10, 1997 (the "Deposit Agreement") by and among Alcatel Alsthom S.A. (the "Company"), The Bank of New York, as Depositary, and the Holders of American Depositary Receipts
ContractSupplemental Indenture • November 27th, 2006 • Alcatel • Telephone & telegraph apparatus • New York
SUPPLEMENTAL INDENTURE, dated as of , 2006 (the “Supplemental Indenture”), among LUCENT TECHNOLOGIES INC., a Delaware corporation (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).
BETWEEN:Performance Shares Liquidity Agreement • November 18th, 2015 • Alcatel Lucent • Telephone & telegraph apparatus
• Nokia Corporation, a corporation incorporated under the laws of Finland, with a share capital of EUR 245,896,461.96, which registered office is located Karaportti 3, 02610 Espoo, Finland, registered with the Trade Register of the Finnish Patents and Registration Office under number 0112038-9, duly represented for the purposes hereof (“Nokia”)
STOCK OPTIONS ACCELERATION AGREEMENTUnderwater Stock Options Liquidity Agreement • November 18th, 2015 • Alcatel Lucent • Telephone & telegraph apparatus
• Alcatel-Lucent, a société anonyme incorporated under the laws of France, with a share capital of EUR 141,210,168.20, which registered office is located 148/152, Route de la Reine – 92100 – Boulogne-Billancourt, France, registered with the Nanterre company registry under number 542.019.096, represented for the purposes hereof by Monsieur Philippe Camus, duly authorized (the “Company”),
SUBORDINATED GUARANTYAlcatel Lucent • December 15th, 2006 • Telephone & telegraph apparatus • New York
THIS SUBORDINATED GUARANTY is made as of this ___day of ___, 200_, by ALCATEL LUCENT, a French société anonyme (“Guarantor”) in favor of the Guarantied Parties referred to below.
AGREEMENTAgreement • October 9th, 2012 • Alcatel Lucent • Telephone & telegraph apparatus
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of CollabRx, Inc.
SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • September 30th, 2013 • Alcatel Lucent • Telephone & telegraph apparatus • New York
This SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of August 16, 2013 (this “Second Amendment”), is entered into by and among ALCATEL-LUCENT USA INC., a Delaware corporation (the “Borrower”), ALCATEL-LUCENT HOLDINGS INC., a Delaware corporation (“Holdings”), ALCATEL LUCENT, a société anonyme incorporated under the laws of France (“Parent”), the Subsidiary Guarantors party hereto, the Lenders party hereto, CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”), with MORGAN STANLEY SENIOR FUNDING, INC., CREDIT SUISSE SECURITIES (USA) LLC, DEUTSCHE BANK SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners in connection with this Second Amendment (in such capacities, the “New Arrangers”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement referred to below, after giving
ALCATEL AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of March 1, 1991 and Amended and Restated as of May 15, 1992 As Amended by Amendment No. 1, dated as of January...Deposit Agreement • August 4th, 2006 • Alcatel • Telephone & telegraph apparatus • New York
DEPOSIT AGREEMENT dated as of March 1, 1991 and Amended and Restated as of May 15, 1992, as amended by Amendment No. 1, dated as of January 3, 1997, as further amended and restated as of March 10, 1997, as further amended and restated as of May 10, 2000, and as further amended and restated as of May 22, 2000, and as further amended and restated as of March 19, 2003, among ALCATEL, a société anonyme organized under the laws of The Republic of France (the “Company”), THE BANK OF NEW YORK, a New York banking corporation (the “Depositary”), and all Holders from time to time of American Depositary Receipts issued hereunder.
PERFORMANCE SHARES ACCELERATION AGREEMENTPerformance Shares Acceleration Agreement • November 18th, 2015 • Alcatel Lucent • Telephone & telegraph apparatus
• Alcatel-Lucent, a société anonyme incorporated under the laws of France, with a share capital of EUR 141,210,168.20, which registered office is located 148/152, Route de la Reine – 92100 – Boulogne-Billancourt, France, registered with the Nanterre company registry under number 542.019.096, represented for the purposes hereof by Philippe Camus, duly authorized, (the “Company”)
LOCK-UP STOCK OPTIONS LIQUIDITY AGREEMENTStock Options Liquidity Agreement • November 18th, 2015 • Alcatel Lucent • Telephone & telegraph apparatus
• Nokia Corporation, a corporation incorporated under the laws of Finland, with a share capital of EUR 245,896,461.96, which registered office is located Karaportti 3, 02610 Espoo, Finland, registered with the Trade Register of the Finnish Patents and Registration Office under number 0112038-9, duly represented for the purposes hereof (“Nokia”)
CREDIT AND GUARANTY AGREEMENT dated as of January 30, 2013, among ALCATEL- LUCENT USA INC., as Borrower, ALCATEL-LUCENT HOLDINGS INC., as Holdings and a Guarantor, ALCATEL LUCENT as Parent and a Guarantor, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME...Credit Agreement • March 12th, 2013 • Alcatel Lucent • Telephone & telegraph apparatus • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of January 30, 2013 (this “Agreement”), is entered into by and among ALCATEL-LUCENT USA INC., a Delaware corporation (the “Borrower”), ALCATEL-LUCENT HOLDINGS INC., a Delaware corporation (“Holdings”), ALCATEL LUCENT, a société anonyme incorporated under the laws of France (“Parent”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) from time to time party hereto, the Lenders from time to time party hereto, CREDIT SUISSE AG, as administrative agent for the Lenders (in such capacity, including any successor thereto in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, including any successor thereto in such capacity, the “Collateral Agent”), and GOLDMAN SACHS BANK USA, as syndication agent (in such capacity, the “Syndication Agent”).
LUCENT TECHNOLOGIES INC. AND THE BANK OF NEW YORK, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 30, 2006 Supplement to Indenture Dated as of June 4, 2003Supplemental Indenture • December 15th, 2006 • Alcatel Lucent • Telephone & telegraph apparatus • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 30, 2006 (the “Supplemental Indenture”), among LUCENT TECHNOLOGIES INC., a Delaware corporation (the “Company”) and THE BANK OF NEW YORK, a New York banking corporation, as trustee (the “Trustee”).
EXHIBIT 99.5 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT (the "Amendment"), dated as of June 3, 1998, to the Rights Agreement, dated as of April 25, 1996 (the "Rights Agreement"), between DSC Communications Corporation, Delaware corporation (the...Rights Agreement • July 28th, 1998 • Alcatel Alsthom /France • Telephone & telegraph apparatus
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of MOTIVE, INC. at $2.23 Net Per Share by MAGIC ACQUISITION SUBSIDIARY INC. a wholly owned subsidiary of LUCENT TECHNOLOGIES INC. a wholly owned subsidiary of ALCATEL LUCENT THE OFFER...Alcatel Lucent • July 16th, 2008 • Telephone & telegraph apparatus
Magic Acquisition Subsidiary Inc., a Delaware corporation (“Purchaser”) and a direct wholly owned subsidiary of Lucent Technologies Inc., which is a Delaware corporation (“Parent”) and a wholly owned subsidiary of Alcatel Lucent, a société anonyme organized under the laws of the Republic of France, is offering to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Motive, Inc., a Delaware corporation (the “Company”), at a price per share of $2.23 to the seller in cash (the “Offer Price”) without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase dated July 16, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements hereto and thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger, dated as of June 16, 2008 (the “Me
MASTER SERVICES AGREEMENT BY AND BETWEEN NOKIA CORPORATION AND ALCATEL LUCENT SA DATED AS OF JANUARY 8, 2016Master Services Agreement • May 2nd, 2016 • Alcatel Lucent • Telephone & telegraph apparatus
This Master Services Agreement (this “Agreement”) is made and entered into as of January 8, 2016, by and between Nokia Corporation, a corporation organized under the laws of Finland, represented by Riikka Tieaho, Vice-President, Corporate Legal and Hans-Jurgen Bill, Chief Human Resources Officer, duly authorized for the purposes hereof (“Nokia”) and Alcatel Lucent, a société anonyme organized under the laws of France, represented by Mr. Jean Raby, Chief Financial and Legal Officer and Philippe Guillemot, Chief Operating Officer and Sales Officer, duly authorized for the purposes hereof (the “Company”). Nokia and the Company are each sometimes referred to individually as a “Party” and collectively as the “Parties”.
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 3rd, 2006 • Alcatel • Telephone & telegraph apparatus • Delaware
