Digital River Inc /De Sample Contracts

VOTING AGREEMENT
Voting Agreement • March 26th, 2001 • Digital River Inc /De • Services-computer integrated systems design • Delaware
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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • April 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
TABLE OF CONTENTS (CONTINUED)
Asset Purchase Agreement • March 26th, 2001 • Digital River Inc /De • Services-computer integrated systems design • California
RECITALS
Asset Purchase Agreement • September 8th, 2000 • Digital River Inc /De • Services-computer integrated systems design • Delaware
SPECIFIC LEASE PROVISIONS
Lease Agreement • March 30th, 2000 • Digital River Inc /De • Services-computer integrated systems design
STOCK PURCHASE AGREEMENT by and between: DIGITAL RIVER, INC., a Delaware corporation
Stock Purchase Agreement • April 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
RECITALS
Indemnity Agreement • June 12th, 1998 • Digital River Inc /De • Delaware
DIGITAL RIVER, INC. COMMON STOCK ($0.01 PAR VALUE)
Underwriting Agreement • June 12th, 1998 • Digital River Inc /De • Maryland
RECITALS
Digital River Inc /De • March 30th, 2000 • Services-computer integrated systems design • Minnesota
VOTING AGREEMENT
Voting Agreement • July 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Delaware
RECITALS
Digital River Inc /De • June 12th, 1998 • Minnesota
3,000,000 SHARES
Underwriting Agreement • November 30th, 1998 • Digital River Inc /De • Services-computer integrated systems design • Maryland
SERVICES AGREEMENT
Services Agreement • July 31st, 1998 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
AGREEMENT AND PLAN OF MERGER by and among DANUBE PRIVATE HOLDINGS II, LLC, DANUBE PRIVATE ACQUISITION CORP. and DIGITAL RIVER, INC. Dated as of October 23, 2014
Agreement and Plan of Merger • October 24th, 2014 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of October 23, 2014 (this “Agreement”), is made by and among Danube Private Holdings II, LLC, a Delaware limited liability company (“Parent”), Danube Private Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and Digital River, Inc., a Delaware corporation (the “Company”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • April 16th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
MONTHLY PERIOD BASE RENT ------ --------- 4/1/01-7/31/03 $31,186.80
Lease • March 27th, 2001 • Digital River Inc /De • Services-computer integrated systems design
DIGITAL RIVER, INC.
Registration Rights Agreement • July 13th, 2004 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • New York

Digital River, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Credit Suisse First Boston LLC, Harris Nesbitt Corp. and RBC Capital Markets Corporation (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated May 26, 2004 (the “Purchase Agreement”), $175,000,000 aggregate principal amount (plus up to an additional $20,000,000 principal amount) of its 1.25% Convertible Senior Notes due January 1, 2024 (the “Initial Securities”). The Initial Securities will be convertible into shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at the conversion price set forth in the Offering Circular dated May 26, 2004. The Initial Securities will be issued pursuant to an Indenture, dated as of June 1, 2004 (the “Indenture”), among the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Com

DIGITAL RIVER, INC. NONINCENTIVE STOCK OPTION AGREEMENT UNDER THE 1998 STOCK OPTION PLAN
Nonincentive Stock Option Agreement • November 10th, 1998 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
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FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN DIGITAL RIVER, INC. AND WASSERSTEIN, ADELSON VENTURES, L.P.
Form of Registration Rights Agreement • July 15th, 1998 • Digital River Inc /De • Services-computer integrated systems design
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger And • August 11th, 1999 • Digital River Inc /De • Services-computer integrated systems design • Minnesota
MANAGEMENT LOCK-UP AND SUPPORT AGREEMENT
Management Lock-Up and Support Agreement • September 24th, 2012 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • British Columbia

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

SHAREHOLDER LOCK-UP AND SUPPORT AGREEMENT
Shareholder Lock-Up and Support Agreement • September 24th, 2012 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • British Columbia

WHEREAS the Seller is the legal and beneficial (as defined in Rule 13d-3 under the Securities Exchange act of 1934) owner of such number of shares (“Shares”) of each class of capital stock of LML Payment Systems Inc. (the “Company”) and/or options to acquire Shares (“Options”) of the Company as is indicated on the signature page of this Agreement;

CHANGE OF CONTROL AND SEVERANCE AGREEMENT KEVIN L. CRUDDEN
Change of Control and Severance Agreement • March 10th, 2008 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Minnesota

This Agreement is made effective as of March 4, 2008 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 9625 W. 76th Street, Eden Prairie, MN 55344, and Kevin L. Crudden (the “Executive”).

CHANGE OF CONTROL AND SEVERANCE AGREEMENT THEODORE R. CAHALL, JR.
Change of Control and Severance Agreement • February 27th, 2014 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Minnesota

This Agreement is made effective as of October 21, 2013 between Digital River, Inc., a Delaware corporation (the “Company”), with its principal administrative office at 10380 Bren Road West, Minnetonka, MN 55343, and Theodore R. Cahall, Jr. (the “Executive”).

SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Series B Preferred Stock Purchase Agreement • November 15th, 2005 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware

This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”), is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”), and Digital River, Inc., a Delaware corporation (“Digital River”).

Digital River, Inc. (“Digital River”) and LML Acquisition Corp. (the “Purchaser”) and LML Payment Systems Inc. (the “Company”) ARRANGEMENT AGREEMENT September 21, 2012
Arrangement Agreement • September 24th, 2012 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • British Columbia

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the respective covenants and agreements hereinafter contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto agree as follows:

STANDSTILL AND STOCK RESTRICTION AGREEMENT
Standstill and Stock Restriction Agreement • November 15th, 2005 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware

This STANDSTILL AND STOCK RESTRICTION AGREEMENT (the “Agreement”) is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”) and Digital River, Inc., a Delaware corporation (“Digital River”).

EMPLOYMENT AGREEMENT THOMAS M. DONNELLY
Employment Agreement • March 18th, 2011 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Minnesota

This Agreement is made effective as of March 16, 2011 between Digital River Inc., a Delaware corporation (the “Company”), with its principal administrative office at 9625 W. 76th Street, Eden Prairie, MN 55344, and Thomas M. Donnelly (the “Executive”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • November 15th, 2005 • Digital River Inc /De • Wholesale-computers & peripheral equipment & software • Delaware

This INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of November 9, 2005, by and between Intraware, Inc., a Delaware corporation (the “Company”) and Digital River, Inc., a Delaware corporation (“Digital River”).

WITNESSETH
Fujitsu Modification Agreement • June 12th, 1998 • Digital River Inc /De • Minnesota
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