4/8/2016
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`EX-2.2
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`EX-2.2 3 d913832deX22.htm EX-2.2
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`TRAVER5 SMITH
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`Exhibit 2.2
`
`10 SNOW HILL| LONDON | FCIA 2AL
`Www.traVerssmith.com
`
`DATED April 2015
`
`(1) ARRIS GROUP, INC.
`
`(2) ARCHIE ACQ LIMITED
`
`(3) PACE PLC
`
`CO-OPEIATIONA
`
`http://vwwv.sec .g ov/Archi ves/edg ar/data/11411 07/00011931251 5142179/d91 3832de)Q2. htm
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`TQ DELTA, LLC
`
`Exhibit 2092
`
`ARRES V. TQ DELTA
`
`IPR2016-00428
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`4/8/2016
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`EX-2.2
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`TRAVER5 SMITH
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`CONTIWTS
`
`1.
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`2.
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`3.
`
`4.
`
`5.
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`6.
`
`7.
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`8.
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`9.
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`Interpretation
`
`Implementation ofthe Acquisition
`
`Undertakings to obtain Clearances
`
`Qualifications
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`Conduct of Business
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`Pace Share Plans
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`Break Fees
`
`Announcements
`
`Arris Guarantee
`
`10. Time of the Essence
`
`11. Directors’ and Officers ’ Liability Insurance
`
`12. Termination
`
`13. Representations and Warranties
`
`14. Notices
`
`15. General
`
`16. Goveming law and Jurisdiction
`
`17. Agent for service
`
`2
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`Page
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`3
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`11
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`15
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`17
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`18
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`19
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`19
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`20
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`21
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`22
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`22
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`22
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`23
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`23
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`25
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`26
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`26
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`EX-2.2
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`TRAVERS SMITH
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`THIS AGREEMENT is made on
`
`April 2015
`
`BETWEEN:
`
`(1)
`
`(2)
`
`(3)
`
`ARRIS GROUP, INC., a company incorporated in the State of Delaware and whose head office is at 3871 Lakefield Drive,
`Suwanee GA 30024, United States of America (“Arris”);
`
`ARCHIEACQ LIMITE), a company incorporated in England and Wales with company number 0955l763and whose
`registered office is at 20-22 New Bedford Row, London, WCIR 4]S, United Kingdorn(“New Arris”); and
`
`PACE PLC, a company incorporated in England and Wales with company number 01672847 and whose registered office is
`at Victoria Road, Saltaire, BDl8 3LF, United Kingdom (“Pace”),
`
`together referred to as the “Parties” and each as a “Party” to this Agreement.
`
`RECITALS :
`
`(A)
`
`(B)
`
`(C)
`
`(D)
`
`Arris, through one of its wholly-owned Affiliates, New Arris, intends to announce a firmintention to acquire the entire
`issued and to be issued share capital of Pace on the terms and subject to the conditions referred to in this Agreement and
`set out in the 2.7 Announcement.
`
`The Acquisition is intended to be effected by way of a scheme of arrangement (“Scheme”) under sections 895 to 899 of
`the UK Companies Act provided that, as set out ir1 the 2.7 Announcement, Arris and New Anis reserve the right, with
`Pace’s prior consent, to elect to implement the Acquisition (as defined below) by means of an Offer (as defined below).
`
`Immediately subsequent to the completion of the Acquisition, a wholly-owned subsidiary ofNew Anis will be merged with
`and into Arris, with Arris continuing as the surviving entity, in a transaction in which the Arris Shareholders will receive
`ordinary shares ofNew Arris in exchange for their Arris Shares (the “Merger”), and, as a result of the Merger, Arris will
`become a wholly-owned subsidiary ofNew Arris.
`
`The Parties have agreed to enter into this Agreement to record their respective obligations to regulate the basis on which
`they are willing to implement the Acquisition and Merger.
`
`IT IS AGREED as follows:
`
`1.
`
`1.1
`
`INTERPRETATION
`
`in this Agreement (including Schedule 2 (Pace Share Plans) but not Schedule 1 (2. 7 Am10uncement)) each of the
`following words and expressions shall have the following meanings:
`
`“2.7 Announcement”
`
`means the press announcement detailing the terns and conditions of the
`Acquisition to be made pursuant to Rule 2.7 of the Code, in the form set out
`in Schedule 1 (2. 7Ann0uncement);
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`EX-2.2
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`TRAVERS SMITH
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`“Acquisition”
`
`“Act”
`
`“Advis ers ”
`
`“Afiiliate”
`
`“Agreement”
`
`“Arris Adverse Recommendation
`
`Change”
`
`means the proposed acquisition by New Arris of the entire issued and to be
`is sued share capital of Pace not owned by Arris or an Affiliate of Arris, to be
`implemented by means ofthe Scheme or, should New Arris so elect with the
`consent of the Panel and Pace (in accordance with the tenm of this
`Agreement), by means of the Offer;
`
`means the Companies Act 2006, as amended;
`
`means in relation to Arris and New Arris, (i) Herbert Smith Freehills LLP, (ii)
`Troutrnan Sanders LLP, (iii) Hogan Lovells LLP;,and (iv) Evercore, and in
`relation to Pace, (i) Travers Smith LLP, (ii) Paul, Weiss, Rifldnd, Wharton &
`Garrisson LLP and (iii) J.P. Morgan Limited;
`
`in relation to a Party, means any person that directly or indirectly, through
`one or more intermediaries, controls, is controlled by, or is under common
`control with, the party, and for these purposes a party shall be deemed to
`control a person if such party possesses, directly or indirectly, the power to
`direct or cause the direction of the management and policies of the person,
`whether through the ownership of over fifiy (50) per cent of the voting
`securities or the right to appoint over fifiy (50) per cent of the relevant Board
`by contract or otherwise;
`
`means this agreement executed and delivered as a deed, as amended,
`amended and restated or supplemented fiom time to time in accordance with
`its terms including the Schedules hereto;
`
`means any failure to include the Arris Recommendation in the Joint Proxy
`Statement (including an announcement by Arris that it will not convene the
`Arris Shareholders Meeting), or any withdrawal or qualification without
`Pace’s consent of the Arris Recommendation, it being understood that the
`following shall not constitute an Arris Adverse Recommendation Change:
`any holding staternent(s) (including the mere issuance of a public
`communication that is similar in nature to a “stop, look and listen”
`communication of the type contemplated by Rule 14d-9(f) under the Exchange
`Act or similar disclosure or communication) issued by the Arris Board to
`Arris Shareholders following a change of circumstances so long as (i) any
`such holding statement contains an express statement that such
`recommendation is not withdrawn and does not contain a statement that the
`
`Arris Board intends to withdraw such recommendation; and (ii) if the Arris
`Board publicly clarifies that it maintains the Arris Recommendation before the
`date falling five (5) Business Days prior to the Arris Shareholders Meeting;
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`“Arris Directors”
`
`“Arris Group”
`
`means the directors of Arris fromtime to time;
`
`means Arris and its subsidiaries and subsidiary undertakings fromtime to
`time (which, for the avoidance of doubt, shall exclude Pace or any other
`member of the Pace Group but include New Arris);
`
`“Arris Recommendation”
`
`means the unanimous and unconditional recommendation by the Board of
`Anis to adopt the Merger Agreement;
`
`“Arris Responsible Officers”
`
`means, collectively those ofiicers of Anis and New Arris required by the
`Panel to take responsibility for the Scheme Document;
`
`“Arris Shares”
`
`means the shares of common stock, par value $0.01 per share of Anis;
`
`“Arris Shareholders”
`
`means holders of Arris Shares;
`
`“Arris Shareholders Approval”
`
`“Arris Shareholders Meeting”
`
`“Business Day”
`
`“Clearances”
`
`the adoption by Arris Shareholders of the Merger Agreement by the
`afiirmative vote of the majority of the outstanding stock ofA1ris entitled to
`vote thereon as required by Section 251 of the General Corporation Law of the
`State of Delaware;
`
`the meeting of Anis Shareholders (such meeting, as adjourned or postponed
`in accordance with the terms of this Agreement) called for the purpose of
`obtaining the Arris Shareholders Approval;
`
`means a day (other than a Saturday or a Sunday) on which banks in the City
`of London and New York are open for business generally;
`
`means all consents, approvals, clearances, permissions, waivers and/or filings
`that are necessary or desirable as determined by Arris (acting reasonably) in
`order to satisfy the Regulatory Conditions including the SEC Clearance and
`also the expiry of all waiting periods, the expiry of which will be required
`under the laws, regulations or practices applied by any Relevant Authority in
`connection with the implementation of the Acquisition in order to satisfy the
`Regulatory Conditions, and any reference to Clearances having been
`“satisfied” shall be construed as meaning that the foregoing have been
`obtained or, where appropriate, made or expired in accordance with the
`relevant Regulatory Condition;
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`EX-2.2
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`TRAVERS SMITH
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`“Code”
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`“Conditions”
`
`means the City Code on Takeovers and Mergers;
`
`means the conditions to completion of the Scheme and the Acquisition set
`out in Appendixl to the 2.7 Announcement with such consequential
`amendments as may be reasonably necessary as a result of any election by
`New Arris to implement the Acquisition by way of Offer;
`
`“Confidentiality Agreement”
`
`means the confidentiality agreement as amended and restated between Arris
`and Pace on 20 April 2015;
`
`“Continuance Period”
`
`“Court”
`
`“Court Meeting”
`
`means the period between the date of the 2.7 Announcement and the earliest
`to occur of: (i) the Effective Date; and (ii) the date oftermination ofthis
`Agreement in accordance with clause 12;
`
`means the High Court of Justice in England and Wales;
`
`means the meeting or meetings of Scheme Shareholders to be convened
`pursuant to an order of the Court under section 896 ofthe Act for the
`purposes of considering and, if thought fit, approving the Scheme (with or
`without any amendment approved or imposed by the Court and agreed to by
`Pace and New Arris) notice of which shall be contained in the Scheme
`Document, including any adjournment, postponement or reconvention of any
`such meeting;
`
`“Elfective Date”
`
`means the date upon which:
`
`“Exchange Act”
`
`“Form S-4”
`
`“General Meeting”
`
`“Group”
`
`(a) the Scheme becomes effective in accordance with its terns; or
`
`(b) ifNew Arris elects to implement the Acquisition by way of the Offer, the
`Offer becomes or is declared unconditional in all respects;
`
`means the U.S. Securities Exchange Act of 1934, as amended, and the rules
`and regulations promulgated thereunder;
`
`shall have the meaning given that tennin Clause 2.9.1;
`
`means the meeting of shareholders of Pace to be convened for the purpose of
`considering, and ifthought fit, approving the shareholder resolutions
`necessary to enable Pace to implement the Scheme, including a resolution
`amending the articles of association of Pace;
`
`in relation to any person, means its subsidiaries, subsidiary undertakings and
`holding companies and the subsidiaries and subsidiary undertakings of any
`such holding company;
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`“Guarantee”
`
`has the meaning given to it in clause 9.1;
`
`“Joint Proxy Statement”
`
`has the meaning set out in clause 2.9.1;
`
`“Law”
`
`“Long S top Date”
`
`“Merger Agreement”
`
`66
`
`(hqifi
`
`“New Arris Shares”
`
`“Notice”
`
`66 0fl‘e1.”
`
`“Offer Document”
`
`“Pace Board”
`
`“Pace Directors”
`
`means any applicable statutes, common laws, rules, ordinances, regulations,
`codes, orders, judgments, injunctions, writs, decrees, directives,
`governmental guidelines or interpretations having the force of law or bylaws,
`in each case, of a Relevant Authority;
`
`means 22 April 2016;
`
`means the agreement in a form agreed between the Parties prior to the date of
`this Agreement and initialled by the Parties, to be entered into to implement
`the Merger between Arris, New Arris, Archie U.S. Holdings LLC., and Archie
`U.S. Merger UJC;
`
`means the Nasdaq Global Market;
`
`means the ordinary shares in New Arris, to be issued in the Merger and
`allocated pursuant to the Scheme or the Offer (as the case may be);
`
`has the meaning given to that terrnin Clause 14.1 (Notices);
`
`should New Arris elect to effect the Acquisition by way of a takeover offer
`(as that tennis defined in section 974 of the Act), means the offer to be rmde
`by New Arris, for all of Pace Shares (not already owned by New Arris or any
`associate (as that tennis defined in Section 988 of the Act) of New Arris) on
`the terms and subject to the conditions to be set out in the related Offer
`Document and fonn of acceptance including, where the context requires, any
`subsequent revision, variation, extension or renewal thereof;
`
`means the document which would be despatched to (amongst others) holders
`of Pace Shares pursuant to which the Offer would be made if New Arris elects
`to implement the Acquisition by means of an Offer in accordance with the
`terns of this Agreement;
`
`the board of directors of Pace from time to time;
`
`means the directors of Pace fromtime to time;
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`EX-2.2
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`TRAVERS SMITH
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`“Pace Group”
`
`“Pace Recommendation”
`
`means Pace and its subsidiaries and subsidiary undertakings from time to
`time;
`
`means the unanimous and unqualified recommendation by the Pace Directors
`to (i) Scheme Shareholders to vote in favour of the Scheme and the Scheme
`Resolutions (including any resolutions required to approve and implement
`the Acquisition) when presented to such holders or (ii) Pace Shareholders to
`accept the Offer ifA1ris elects to proceed with the Offer in accordance with
`the terms of this Agreement;
`
`“Pace Shareholders”
`
`means the holders of Pace Shares fromtime to time;
`
`“Pace Shares”
`
`“Panel”
`
`means the ordinary shares of 5 pence each in the capital of Pace;
`
`means the UK Panel on Takeovers and Mergers;
`
`“Permitted Customer Activity”
`
`means customer contracts entered into in the ordinary course of bus iness;
`
`“Personnel”
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`“Proceedings”
`
`“Regulatory Conditions”
`
`“Relevant Authority”
`
`“Representative”
`
`“Sanction Date”
`
`ir1 relation to any person, means its board of directors, members of their
`immediate families, related trusts and persons acting in concert with them, as
`such expressions are construed in accordance with the Code;
`
`has the meaning given to that termin clause 16.2 (Governing law and
`jurisdiction);
`
`means the conditions to the Scheme (or the Offer, as the case may be) which
`are set out in paragraphs 3(b), 3(e), 3(d), 3(e), 3(1), 3(g), 3(h), 3(i) and 3(i) as set
`out in Appendixl to the 2.7 Announcement;
`
`means any court, tribunal, government or governmental, quasi-governrnental,
`supranational, statutory, regulatory, self-regulatory, environmental or
`investigative body, person, court, trade or regulatory agency, authority,
`association or institution or any competition, antitrust or supervisory body,
`in each case in any jurisdiction;
`
`means, in relation to each Party, its Advisers, directors, officers, employees,
`agents and consultants, and any individuals seconded to work for such Party
`(including persons who, at the relevant time, occupied such position);
`
`means the date the Court sanctions the Scheme, pursuant to Section 899 of
`the Act;
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`EX-2.2
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`TRAVERS SMITH
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`“Sanction Hearing”
`
`“Scheme”
`
`“Scheme Document”
`
`“Scheme Meetings”
`
`“Scheme Record Time”
`
`“Scheme Resolutions”
`
`“Scheme Shareholders”
`
`“Scheme Shares”
`
`“Sm”
`
`“SEC Clearance”
`
`“Securities Act”
`
`“Service Document”
`
`means the Court hearing at which Pace will seek an order sanctioning the
`Scheme, pursuant to Section 899 of the Act including any adjournment
`thereof;
`
`means the scheme of arrangement proposed to be made under Sections 895 to
`899 of the Act between Pace and the Scheme Shareholders to be contained in
`
`the Scheme Document, the principal terms of which are set out in the 2.7
`Announcement, with or subject to any modification, amendment, revision,
`addition or condition approved or imposed by the Court and agreed to by
`Pace and Arris;
`
`means, where the Acquisition is being implemented by way of the Scheme,
`the document to be despatched to, among others, the Pace Shareholders in
`connection with the Scheme which will contain, among other things, the terms
`and conditions of the Scheme;
`
`means the Court Meeting and the General Meeting;
`
`means the time and date to be specified in the Scheme Document;
`
`means the resolutions to be proposed at the Scheme Meetings as set out in
`the notices of those meetings;
`
`means holders of Scheme Shares;
`
`means Pace Shares in issue on the date of the Scheme Document together
`with any fiirther Pace Shares (if any) issued afier the date of dispatch of the
`Scheme Document and prior to the Voting Record Time, other than any Pace
`Shares held by Arris or any Afliliate of Arris;
`
`means the U.S. Securities and Exchange Commission;
`
`means the clearance by the SEC of the Joint Proxy Statement and the
`declaration by the SEC ofthe effectiveness of the Form S-4;
`
`means the U.S. Securities Act of 1933, as amended, and the rules and
`regulations promulgated thereunder;
`
`means a claim form, application notice, order or judgment or other document
`relating to any Proceedings;
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`EX-2.2
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`TRAVERS SMITH
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`“Shareholder Approval I.ong Stop Date”
`
`means the Business Day prior to the date on which the Scheme Meetings are
`held (or the adjourned Scheme Meetings are held);
`
`“US$” or “US dollars”
`
`means the lawfiil currency of the United States;
`
`“VAT”
`
`“Voting Record Time”
`
`means, within the European Union, such taxation levied in accordance with
`(but subject to derogations fiom) Council Directive 2006/ 112/EC and
`elsewhere, any taxation levied by reference to value added or sales; and
`
`means 600 p.m (London time) on the day prior to the day immediately before
`the date of the Court Meeting or any adjournment, postponement or
`reconvention thereof.
`
`1.2
`
`In this Agreement (including the Schedules other than Schedule 1 (2. 7 Announcement)), except where the context
`otherwise requires:
`
`1.2.1
`
`1.2.2
`
`1.2.3
`
`1.2.4
`
`1.2.5
`
`1.2.6
`
`terns and expressions used but not expressly defined in this Agreement shall, unless the context otherwise
`requires, have the meanings given in the 2.7 Announcement;
`
`words in the singular shall include the plural and vice versa;
`
`a reference to a “person” shall include a reference to an individual, an individual’s executors or administrators, a
`partnership, a firm, a body corporate, an unincorporated association, government, state or agency of a state,
`local or municipal authority or government body, a joint venture or association (in any case, whether or not
`having separate legal personality);
`
`references to a “company” shall be construed so as to include any company, corporation or other body
`corporate, wherever and however incorporated or established;
`
`any reference to a “ y” (including within the phrase “Business Day”) shall mean a period of 24 hours running
`from midnight to midnight, London time;
`
`the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the
`word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words
`indicating a particular class of acts, matters or things;
`
`1.2.7
`
`the headings in this Agreement are for convenience only and shall not affect its interpretation;
`
`1.2.8
`
`a reference to any other document referred to in this Agreement is a reference to that other document as
`amended, varied, novated or supplemented from time to time;
`
`10
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`1.2.9
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`1.2.10
`
`terns defined in the Act and not expressly defined ir1 this Agreement, including the expressions, “holding
`company”, “subsidiary” and “subsidiary undertaking” shall, unless the context otherwise requires, have the
`meaning ascribed to it by the Act; and
`
`except where this Agreement provides otherwise, obligations, covenants, warranties, representations and
`undertakings expressed to be assumed or given by two or more persons shall in each case be construed as if
`expressed to be given jointly and severally.
`
`1.3
`
`The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this
`Agreement and any reference to this Agreement shall include the Schedules.
`
`IMPLEMENTATION OF THE ACQUISITION
`
`General
`
`2.1
`
`During the Continuance Period, each of Arris and New Arris undertakes to Pace to keep Pace reasonably informed of the
`progress towards satisfaction (or otherwise) of any Condition and if it is aware, or becomes aware, of any matter which it
`believes to be material in the context of the satisfaction of any of the Conditions such that Arris determines (acting
`reasonably) that the relevant Condition becomes or is reasonably likely to become incapable of satisfaction or Arris
`intends to invoke the Condition in accordance with the terms ofthe Scheme or the Oifer, Arris shall give Pace written
`notice of such matter and, prior to New Arris exercising any right it may have under clause 121.2(1), provide Pace with
`reasonable opportunity to remedy such matter (to the extent the matter is capable of being remedied).
`
`2.2
`
`Where the Acquisition is being implemented by way of the Scheme, each of Arris and New Arris undertakes that before
`the Sanction Hearing, they shall deliver a notice in writing to Pace either:
`
`2.2.1
`
`confirming the satisfaction or waiver of all Conditions (other than the Condition set forth in l(c) and 2(c)of
`Appendixl to the 2.7 Announcement (Scheme Approval) ); or
`
`2.2.2
`
`if applicable, confirming New Arris’s intention to invoke a Condition,
`
`and, if clause 2.2.2 applies, it shall also provide to Pace at the same time in writing reasonable details ofthe event which
`has occurred, or circunntance which has arisen, which it considers as being sufficiently material for the Panel to permit
`New Arris to invoke any of the Conditions.
`
`2.3
`
`To the extent that the Acquisition is being implemented by means of the Scheme, subject to the provisions ofthis
`Agreement, each of Arris and New Arris will instruct counsel to appear on its behalf at the Sanction Hearing and will
`undertake to the Court to be bound by the terms of the Scheme insofar as it relates to them If the Acquisition is
`implemented by way of an Offer the obligations of the Parties pursuant to this clause 2 relating to the Scheme or Scheme
`Document shall be of no force and effect.
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`11
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`EX-2.2
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`TRAVERS SMITH
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`2.4
`
`If the Acquisition is being implemented by means of the Scheme, to the extent that Pace provides Arris with drafts and
`revised drafts of the Scheme Document for review and comment and, where comments have been provided to Pace, to the
`extent Pace takes into account Arris ’s reasonable comments in respect of such drafts and revised drafts, Arris undertakes:
`
`2.4.1
`
`2.4.2
`
`to provide to Pace for the purposes of inclusion in the Scheme Document all such information about Arris, New
`Arris, the other members of the Arris Group and their respective Personnel as may reasonably be required by
`Pace (having regard to the Code and applicable regulations) for inclusion in the Scheme Document (including all
`information that would be required under the Code or applicable regulations); and
`
`to procure that the Arms Responsible Officers accept responsibility for all information included in the Scheme
`Document (and any variation or amendment to the Scheme Document) with the approval of Arris and New Arris
`other than information which they are not required to accept responsibility for under the Code.
`
`2.5
`
`If any supplemental circular or document is required to be published in connection with the Scheme or, subject to the prior
`written consent of Arris, any variation or amendment to the Scheme, Arris shall promptly provide such co-operation and
`information necessary to comply with Law and all regulatory provisions) as Pace tray reasonably request in order to
`fnalise such document.
`
`2.6
`
`Each of Arris and New Arris undertakes to Pace:
`
`2.6.1
`
`subject to the Joint Proxy Statement having been cleared by the SE, to use reasonable endeavours to duly call,
`give notice of, convene and hold the Arris Shareholders Meeting for the purpose of obtaining the Arris
`Shareholders Approval by no later than the Shareholder Approval Long Stop Date, save as permitted in clause
`2.6.2, it being understood that the obligations of Arris pursuant to this clause 2.6 shall be extinguished by the
`making of any Arris Adverse Recommendation Change or any Condition becoming incapable of satisfaction by
`the Long Stop Date or being invoked (and the Panel having agreed that such Condition is incapable of
`satisfaction or invocation (as the case may be) and is not required to be waived) in accordance with the Scheme
`Document or the Offer Document (as applicable);
`
`2.6.2
`
`that it shall be entitled to adjourn or postpone the Arris Shareholders ’ Meeting:
`
`(a)
`
`up to on or before the Shareholder Approval Long Stop Date, only:
`
`(1)
`
`with the prior written consent of Pace (such consent not to be unreasonably withheld,
`conditioned or delayed, it being acknowledged that it would be unreasonable to withhold or
`delay such cons ent in the case of an adjournment of Scheme Meetings); or
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`(2)
`
`(3)
`
`(4)
`
`if at the time for which the Arris Shareholders Meeting is originally scheduled (as set forth in
`the Joint Proxy Statement) there are insufficient Arris Shares represented (either in person or
`by proxy) to constitute a quorum necessary to conduct the business of the Arris
`Shareholders’ Meeting, in which case the meeting shall be adjourned for a reasonable period
`oftime; or
`
`for a reasonable period of time, to allow additional time for solicitation ofproxies if necessary
`to obtain the Arris Shareholders Approval; or
`
`to allow reasonable additional time for the filing and distribution to Arms Shareholders prior
`to the Arris Shareholders Meeting of any supplemental or amended disclosure which the
`Arris Board has determined in good faith, is required;
`
`(b)
`
`after the Shareholder Approval Long Stop Date, only with the prior written consent of Pace.
`
`Preparation ofArris Shareholder Communications
`
`2.7
`
`Each of Arris and New Arris undertakes to Pace to provide Pace with drafts and revised drafts of any written
`communication or other documentation to be issued by Arris or New Arris to Arris or Pace Shareholders in connection
`with the Acquisition (including for the avoidance of doubt the Form S-4 and in the case the Acquisition is implemented by
`way of Offer, any Oifer Document, UKProspectus or registration requirement on the Form S-4 that may be required and
`any amendments or supplements thereto but excluding announcements by Arris in connection with the Acquisition which
`will be dealt with in accordance with clause 8) (the “Arris Shareholder Communication”) for review and comment at such
`time as will allow Pace a reasonable opportunity for such review and comment and Arris and New Arris shall take into
`account Pace’s reasonable comments in respect of such drafts and revised drafis.
`
`Switching to an Ofler and Scheme Process
`
`2.8
`
`Arris and New Arris shall be entitled, with the consent of the Panel, to implement the Acquisition by way ofthe Offer
`rather than the Scheme (such an election being a “Switch”) but only where Pace provides its prior written consent (such
`consent not to be unreasonably withheld or delayed, it being acknowledged by the Parties that objecting to any
`conditions to an Oifer which are identical to the Conditions in the 2.7 Announcement (other than Conditions 1 and 2) shall
`not be reasonable).
`
`Preparation ofJoint Proxy Statement/Prospectus.
`
`2.9
`
`Each of Arris and New Arris undertakes to Pace to:
`
`2.9.1
`
`as promptly as reasonably practicable, to the extent that Pace provides all co-operation reasonably requested by
`Arris and New Arris in connection therewith and subject to Pace providing the infonnation required for the
`Form S-4 (as defined below) in accordance with clause 3.4, prepare and cause to be filed with the SEC
`(a) preliminary proxy materials, which shall comprise (i) a Scheme Document and (ii) a proxy statement relating to
`the matters to be
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`submitted to Arris Shareholders (such proxy statement, and any amendments or supplements thereto, the “Joint
`Proxy Statement”) and (b) a registration statement on Fonn S-4 (of which the Joint Proxy Statement is a part)
`with respect of the New Anis Shares to be issued in the Acquisition and the Scheme (the “Form S-4”) unless
`Arris detennines (acting reasonably) that a registration statement is not required; and
`
`promptly notify Pace (and/or its nominated Advisers) of any oral comments and provide copies of any written
`communications (including written comments or requests for additional information received from the SEC) sent
`to or received from the SEC in relation to the Fonn S-4;
`
`without prejudice to clause 2.6, use reasonable endeavours (a) to have the Joint Proxy Statement cleared by the
`SEC and the Fonn S-4 declared effective as soon as reasonably practicable after the date of this Agreement,
`(b) to keep the Form S-4 effective as long as is necessary to consummate the Acquisition and the Merger and
`(c) to mail the Joint Proxy Statement to Arris Shareholders as promptly as possible after the Form S-4 is declared
`effective, after having established as expeditiously as possible a record date for the Anis Shareholders Meeting
`and commenced a broker search pursuant to Section 14a-13 of the Exchange Act in connection therewith and to
`the extent that Pace provides all co-operation reasonably requested by Arris in connection therewith;
`
`use reasonable endeavours to take any action required to be taken by it under any applicable U.S. state
`securities Laws in connection with the Acquisition or the Merger, and fumish all infonnation conceming it and
`the holders of its capital stock as may be reasonably requested in connection with any such action; and
`
`advise Pace, promptly after it receives notice thereof, of the time when the Fonn S-4 has become effective, the
`issuance of any stop order, the suspension of the qualification of the New Anis Shares issuable in connection
`with the Acquisition and the Merger for offering or sale in any jurisdiction, or any request by the SEC for
`amendment of the Joint Proxy Statement or the Form S-4.
`
`2.9.2
`
`2.9.3
`
`2.9.4
`
`2.9.5
`
`2.10
`
`If, at any time prior to the Eifective Time, any information relating to any of the Parties, or their respective Afiiliates,
`oflicers or directors, should be dis covered by either Party, and such infonnation should be set forth in an amendment or
`supplement to the Joint Proxy Statement or the Form S-4 so that such documents, when taken as a whole, would not
`include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in
`light of the circumstances under which they were made, not misleading, the Party that dis covers such infomaation shall
`promptly notify the other Party and, to the extent required by Law, an appropriate amendment or supplement describing
`such information shall be promptly filed by Arris or New Arris with the SEC and, to the extent required by Law,
`disseminated to Arris Shareholders and Pace Shareholders and Pace shall provide all assistance reasonably requested by
`An'is or New Anis for the purposes of enabling Archie to comply with its obligations under this clause 2.10.
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`Merger Agreement
`
`2.11
`
`3.2
`
`3.3
`
`3.4
`
`3.5
`
`Anis and New Arris undertake to, and shall procure that Archie U.S. Holdings LLC and Archie U.S. Merger LLC shall,
`promptly enter the Merger Agreement after the execution and delivery of this Agreement. Without the prior written
`consent of Pace (which shall not be unreasonably withheld, conditioned or delayed), Anis and New Arris shall procure
`that (a) no amendments shall be made to the Merger Agreement that are adverse to the holders of Pace Shares or which are
`otherwise material, (b), the Merger Agreement shall not be terminated by any party to the Merger Agreement; and (c) the
`parties to the Merger Agreement shall comply with their respective obligations thereunder.
`
`UNDERTAKINGS TO OBTAIN CLEARANCE
`
`Without prejudice to Arris’s obligations to consult and cooperate with Pace set forth in t