Underwriting AgreementUnderwriting Agreement • November 5th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • New York
Aeroflex Holding Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares of common stock, $0.01 par value (the “Stock”), of the Company, and, at the election of the Underwriters, up to additional shares of Stock. The aggregate of shares of Stock to be sold by the Company is herein called the “Firm Shares,” and the aggregate of additional shares of Stock to be sold by the Company is herein called the “Optional Shares.” The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”
Amendment No. 2 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 2 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of September 21, 2007, by and among the Company, TCW/Crescent Mezzanine Partners IV, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Partners IVB, L.P., a Delaware limited partnership, MAC Equity Holdings, LLC, a Delaware limited liability company and Newstone Capital Partners, L.P., a Delaware limited partnership (collectively, the “Transferees”).
Amendment No. 4 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 4 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of November 30, 2007, by and among the Company, Golden Gate Capital Investment Fund II, L.P., Golden Gate Capital Investment Annex Fund II, L.P., Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-Series A, CCG AV, LLC-Series C, CCG AV, LLC-Series I (collectively, the “Original Golden Gate Members”), and CCG AV, LLC-Series E, a Delaware limited liability company and an Affiliate of Original Golden Gate Members (the “Newly Admitted Member”).
Amendment No. 5 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 5 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of March 4, 2009, by and among the Company, the Persons listed as Additional Class A Members on the signature pages hereof (the “Newly Admitted Members”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of VGG HOLDING LLC Dated as of August 15, 2007Limited Liability Company Operating Agreement • November 5th, 2010 • Aeroflex Holding Corp. • Semiconductors & related devices • Delaware
This Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC (the “Company”), a Delaware limited liability company, is made and entered into and shall be effective as of August 15, 2007, by and among The Veritas Capital Fund III, L.P. (the “Veritas Fund”), AX Holding LLC (the “Veritas LLC” and together with the Veritas Fund, “Veritas”), GS Direct, L.L.C (“Goldman”), Golden Gate Capital Investment Fund II, L.P. (“GGC II”), Golden Gate Capital Investment Annex Fund II, L.P. (“GGC Annex II”), Golden Gate Capital Investment Fund II (AI), L.P., Golden Gate Capital Investment Annex Fund II (AI), L.P., Golden Gate Capital Associates II-QP, LLC, Golden Gate Capital Associates II-AI, LLC, CCG AV, LLC-series A, CCG AV, LLC-series C, CCG AV, LLC-series I (collectively, “Golden Gate”, each of Veritas, Goldman and Golden Gate and their respective Permitted Transferees individually an “Investor” and collectively the “Investors”), those employees and non-employee directo
Amendment No. 1 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of September 13, 2007, by and among the Company and the Persons listed as Additional Class B Members on the signature pages hereof (the “Newly Admitted Members”).
Amendment No. 6 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 6 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of August , 2009, by and among the Company, certain Investors of the Company listed on the signature pages hereof and the Persons listed as Additional Class B-1 Members on the signature pages hereof (the “Newly Admitted Members”).
Amendment No. 3 to the Amended and Restated Limited Liability Company Operating Agreement of VGG HOLDING LLCAeroflex Holding Corp. • November 5th, 2010 • Semiconductors & related devices
This Amendment No. 3 (this “Amendment”) to the Amended and Restated Limited Liability Company Operating Agreement of VGG Holding LLC, a Delaware limited liability company (the “Company”), is entered into and shall be effective as of October 26, 2007, by and among the Company and the Persons listed as Additional Class B Members on the signature pages hereof (the “Newly Admitted Members”).
