Secure Computing Corp Sample Contracts

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BY AND AMONG
Asset Purchase Agreement • March 11th, 2002 • Secure Computing Corp • Computer peripheral equipment, nec • California
EXHIBIT 10.4
Registration Rights Agreement • February 9th, 2000 • Secure Computing Corp • Services-computer programming services • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 6th, 2007 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware

This Agreement is made as of December 3, 2007, between Secure Computing Corporation, a Delaware corporation (the “Company”), and Glenn Cross (the “Indemnitee”).

AGREEMENT AND PLAN OF MERGER by and among MCAFEE, INC., SEABISCUIT ACQUISITION CORPORATION and SECURE COMPUTING CORPORATION Dated as of September 21, 2008
Agreement and Plan of Merger • September 25th, 2008 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 21, 2008, by and among McAfee, Inc., a Delaware corporation (“Parent”), Seabiscuit Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and Secure Computing Corporation, a Delaware corporation (the “Company”).

MARCH 1, 2001
Secure Computing Corp • August 7th, 2001 • Computer peripheral equipment, nec • California
Exhibit 10.1 COMMON STOCK INVESTMENT AGREEMENT between
Common Stock Investment Agreement • October 8th, 1999 • Secure Computing Corp • Services-computer programming services • New York
EXHIBIT 1 AMENDED AND RESTATED SHARE RIGHTS AGREEMENT SECURE COMPUTING CORPORATION NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS AGENT
Rights Agreement • November 9th, 1998 • Secure Computing Corp • Services-computer programming services • New York
EXHIBIT 10.1
Preferred Stock Investment Agreement • February 9th, 2000 • Secure Computing Corp • Services-computer programming services • New York
SECURE COMPUTING CORPORATION ATRI CHATTERJEE EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION AGREEMENT
And Arbitration Agreement • November 9th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Minnesota

As a condition of my employment with SECURE COMPUTING CORPORATION, its subsidiaries, affiliates, successors or assigns (together the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

AGREEMENT AND PLAN OF MERGER BY AND AMONG SECURE COMPUTING CORPORATION BAILEY ACQUISITION CORP. AND CYBERGUARD CORPORATION Dated as of August 17, 2005
Agreement and Plan of Merger • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec • Florida

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 17, 2005 by and among Secure Computing Corporation, a Delaware corporation (“Parent”), Bailey Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and CyberGuard Corporation, a Florida corporation (“Company”), with respect to the following facts:

ARTICLE I
Put and Call Agreement • August 4th, 2000 • Secure Computing Corp • Services-computer programming services • New York
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CITIGROUP GLOBAL MARKETS INC. New York, New York 10013
Secure Computing Corp • July 18th, 2006 • Computer peripheral equipment, nec • New York
SECURE COMPUTING CORPORATION EMPLOYMENT AGREEMENT
Employment Agreement • July 18th, 2008 • Secure Computing Corp • Computer peripheral equipment, nec • Minnesota

This Employment Agreement (“Agreement”) is effective July 1, 2008 (the “Effective Date”) by and between Secure Computing Corporation (the “Company”) and Daniel P. Ryan (“Employee”) (the Company and Employee are collectively referred to herein as the “Parties” or singularly as a “Party”).

EXHIBIT 1 SHARE RIGHTS AGREEMENT SECURE COMPUTING CORPORATION
Rights Agreement • August 8th, 1997 • Secure Computing Corp • Services-computer programming services • New York
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 31st, 2008 • Secure Computing Corp • Computer peripheral equipment, nec • New York

This Asset Purchase Agreement (this “Agreement”) is made and entered into as of July 29, 2008, by and between Aladdin Knowledge Systems Ltd., an Israeli Company (“Buyer”), on behalf of itself and its wholly owned Subsidiary (“Buyer Sub”) and Secure Computing Corporation, a Delaware corporation (“Seller”). Buyer and Seller are referred to collectively herein as the “Parties”.

COMPANY VOTING AGREEMENT
Company Voting Agreement • August 19th, 2005 • Secure Computing Corp • Computer peripheral equipment, nec • Florida

This COMPANY VOTING AGREEMENT (“Agreement”) is made and entered into as of August , 2005 by and between Secure Computing Corporation, a Delaware corporation (“Parent”), and the person whose name appears on the signature page hereto as a shareholder (“Shareholder”) of CyberGuard Corporation, a Florida corporation (“Company”).

Date: June 2, 2008 From: Richard L. Scott To: John E. McNulty Re: Separation and Release Agreement
Separation and Release Agreement • June 6th, 2008 • Secure Computing Corp • Computer peripheral equipment, nec

This Separation and Release Agreement (this “Agreement”) is provided to you in connection with the separation of your employment from Secure Computing Corporation (“Secure”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG SECURE COMPUTING CORPORATION NITRO ACQUISITION CORP. AND N2H2, INC. Dated as of July 28, 2003
Agreement and Plan of Merger • July 29th, 2003 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 28, 2003 by and among Secure Computing Corporation, a Delaware corporation (“Buyer”), Nitro Acquisition Corp., a Washington corporation and wholly-owned subsidiary of Buyer (“Merger Sub”), and N2H2, Inc., a Washington corporation (“Seller”), with respect to the following facts:

LETTERHEAD OF ORRICK, HERRINGTON & SUTCLIFFE LLP]
Secure Computing Corp • August 28th, 2003 • Computer peripheral equipment, nec

This opinion is being delivered to you in connection with (i) the Agreement and Plan of Merger (the “Agreement”) dated as of July 28, 2003, between Secure Computing Corporation, a Delaware corporation (“Parent”), Nitro Acquisition Corp., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and N2H2, Inc., a Washington corporation (“Target”), and (ii) the preparation and filing with the Securities and Exchange Commission of a Form S-4 Registration Statement relating to the Merger (the “Registration Statement”). Pursuant to the Agreement, Merger Sub will merge with and into Target (the “Merger”), and Target will become a wholly owned subsidiary of Parent.

THIRD AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 28th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware

This THIRD AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Third Amendment”) is made and entered into as of August 30, 2006, between SECURE COMPUTING CORPORATION, a Delaware corporation (“Parent”) and CIPHERTRUST, INC., a Georgia corporation (the “Company”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 18th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware

This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is made and entered into as of July 14, 2006, among SECURE COMPUTING CORPORATION, a Delaware corporation (“Parent”) and CIPHERTRUST, INC., a Georgia corporation (the “Company”).

FOURTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 28th, 2006 • Secure Computing Corp • Computer peripheral equipment, nec • Delaware

This FOURTH AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Fourth Amendment”) is made and entered into as of September 24, 2006, between SECURE COMPUTING CORPORATION, a Delaware corporation (“Parent”) and CT SHAREHOLDERS’ REPRESENTATIVE LLC, a Georgia limited liability company (the “Representative”).

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