Keynote Systems Inc Sample Contracts

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KEYNOTE SYSTEMS INCORPORATED LOAN AGREEMENT
Pledge Agreement • September 22nd, 1999 • Keynote Systems Inc • Services-business services, nec • California
UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 1999 • Keynote Systems Inc • Services-business services, nec • New York
RECITALS
Amendment Agreement • February 14th, 2002 • Keynote Systems Inc • Services-business services, nec
EMPLOYMENT AGREEMENT
Employment Agreement • July 13th, 1999 • Keynote Systems Inc • California
WARRANT AGREEMENT
Warrant Agreement • August 23rd, 1999 • Keynote Systems Inc • Services-business services, nec • Illinois
RIGHTS AGREEMENT BETWEEN KEYNOTE SYSTEMS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS RIGHTS AGENT DATED AS OF OCTOBER 25, 2002
Rights Agreement • October 29th, 2002 • Keynote Systems Inc • Services-business services, nec • Delaware

This Agreement, dated as of October 25, 2002, between Keynote Systems, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, a New York company, as Rights Agent (the “Rights Agent”).

DRAFT UNDERWRITING AGREEMENT
Underwriting Agreement • July 13th, 1999 • Keynote Systems Inc • New York
AGREEMENT AND PLAN OF MERGER BY AND AMONG KEYNOTE SYSTEMS, INC., HAWAII MERGER CORP. AND HAWAII PARENT CORP. DATED AS OF JUNE 23, 2013
Agreement and Plan of Merger • June 24th, 2013 • Keynote Systems Inc • Services-business services, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 23, 2013, is by and among Hawaii Parent Corp., a Delaware corporation (“Parent”), Hawaii Merger Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and Keynote Systems, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Article IX, and Article IX includes an index of all capitalized terms used in this Agreement.

R E C I T A L S
Investors' Rights Agreement • July 13th, 1999 • Keynote Systems Inc • California
INDEMNITY AGREEMENT
Indemnity Agreement • December 11th, 2012 • Keynote Systems Inc • Services-business services, nec • Delaware

This Indemnity Agreement (this "Agreement"), dated as of , 20 , is made by and between Keynote Systems, Inc., a Delaware corporation (the "Company"), and , a director and/or officer of the Company (the "Indemnitee").

ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • August 9th, 2006 • Keynote Systems Inc • Services-business services, nec

This Addendum (the “Addendum”) to the Stock Option Agreement (the “Option Agreement”) pursuant to the Keynote Systems, Inc. 1999 Equity Incentive Plan by and between Jeffrey Kraatz (the “Optionee”) and Keynote Systems, Inc. (the “Company”) is entered into by and between Optionee and the Company as of April 1, 2006.

VOTING AGREEMENT
Voting Agreement • June 24th, 2013 • Keynote Systems Inc • Services-business services, nec • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2013, by and between Hawaii Parent Corp., a Delaware corporation (“Parent”), and the undersigned stockholder (“Holder”) of Keynote Systems, Inc., a Delaware corporation (the “Company”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 27th, 2011 • Keynote Systems Inc • Services-business services, nec • California

This Amended and Restated Employment Agreement (the “AMENDED AGREEMENT”) is entered into as of January 21, 2011 (the “EFFECTIVE DATE”) between Keynote Systems Inc. (the “COMPANY”), and Umang Gupta, a resident of California (“EXECUTIVE”).

EXHIBIT 2.1 Agreement and Plan of Reorganization
Agreement and Plan of Reorganization • June 16th, 2000 • Keynote Systems Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF REORGANIZATION AMONG KEYNOTE SYSTEMS, INC., VIVIDENCE CORPORATION AND JAN REED AS THE SHAREHOLDERS’ REPRESENTATIVE AND LEASE REPRESENTATIVE
Agreement and Plan of Reorganization • November 29th, 2004 • Keynote Systems Inc • Services-business services, nec • California

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of September 10, 2004 (the “Agreement Date”) by and among Keynote Systems, Inc., a Delaware corporation (“Keynote”), Vivid Acquisition Corporation, a California corporation that is a wholly owned subsidiary of Keynote (“Sub”), Vividence Corporation, a California corporation (“Vividence”), and Jan Reed as the Shareholders’ Representative (the “Shareholders’ Representative”) and the Lease Representative (as defined below).

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CONFIDENTIAL TREATMENT REQUESTED NOTARIAL DEED AGREEMENT FOR THE SALE AND PURCHASE AND TRANSFER OF ALL SHARES IN SIGOS SYSTEMINTEGRATION GMBH
Confidential Treatment • August 9th, 2006 • Keynote Systems Inc • Services-business services, nec

according to his declarations acting not in his own name, but released from the restrictions imposed by § 181 German Civil Code in the name and on behalf of

April 7, 2006 Mr. Patrick D. Quirk 777 Mariners Island Blvd. San Mateo, CA 94404 Re: Terms of Separation Dear Patrick,
Keynote Systems Inc • August 9th, 2006 • Services-business services, nec

This letter confirms the agreement between you and Keynote Systems, Inc. (“Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a release of claims. As discussed, the company has accepted your resignation which will be effective April 7, 2006.

R E C I T A L S
Keynote Systems Incorporated Loan and Pledge Agreement • July 13th, 1999 • Keynote Systems Inc • California
UBS Securities LLC 677 Washington Boulevard Stamford, Connecticut 06901 Telephone 203 719-7100 www.ubswarburg.com
Keynote Systems Inc • May 10th, 2005 • Services-business services, nec • New York

This agreement (“Agreement”) confirms the terms and conditions under which UBS Securities LLC (“UBS”) will assist Keynote Systems, Inc. (the “Purchaser”) in its program to repurchase shares of its common stock (the “Securities”).

Separation Agreement
Separation Agreement • December 15th, 2008 • Keynote Systems Inc • Services-business services, nec

The employment relationship existing between the Parties shall end by common consent with effect as of September 30, 2008. The Parties agree that the Minimum Employment Period pursuant to the so-called addendum to the existing employment agreement shall be deemed fulfilled as of this point in time.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • April 22nd, 2008 • Keynote Systems Inc • Services-business services, nec
Among
Agreement and Plan of Reorganization • September 1st, 2000 • Keynote Systems Inc • Services-business services, nec • Delaware
March 28, 2005 VIA HAND DELIVERY Arnold Waldstein Keynote Systems, Inc.
Keynote Systems Inc • May 10th, 2005 • Services-business services, nec

This letter confirms the agreement between you and Keynote Systems, Inc. concerning the terms of your separation from Keynote and offers you the continued employment and separation compensation we discussed in exchange for a release of claims.

ADDENDUM TO STOCK OPTION AGREEMENT
Stock Option Agreement • February 14th, 2006 • Keynote Systems Inc • Services-business services, nec

This Addendum (the “Addendum”) to the Stock Option Agreement (the “Option Agreement”) pursuant to the Keynote Systems, Inc. 1999 Equity Incentive Plan by and between Andrew Hamer (the “Optionee”) and Keynote Systems, Inc. (the “Company”) is entered into by and between Optionee and the Company as of January 1, 2006.

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • December 15th, 2003 • Keynote Systems Inc • Services-business services, nec
10b5-1 Issuer Repurchase Instructions
Keynote Systems Inc • February 9th, 2007 • Services-business services, nec • California

Issuer Securities Repurchase Instructions, dated December 1, 2006 (the “Instructions”), between Keynote Systems, Inc. (the “Issuer”) and B. Riley & Co., Inc. (the “Broker”).

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