Marketwatch Com Inc Sample Contracts

Marketwatch Com Inc – FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (December 15th, 2003)

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is made as of December 15, 2003, by and among NMP, Inc., a Delaware corporation ("Holdco"), MarketWatch.com, Inc., a Delaware corporation ("Parent"), Pinnacor Inc., a Delaware corporation ("Company"), Maple Merger Sub, Inc., a Delaware corporation ("Parent Merger Sub") and a direct wholly-owned subsidiary of Holdco, and Pine Merger Sub, Inc., a Delaware corporation ("Company Merger Sub") and a direct wholly owned subsidiary of Holdco.

Marketwatch Com Inc – AMENDMENT NO. 1 TO THE VOTING AND WAIVER AGREEMENT (December 15th, 2003)

This Amendment No. 1, dated December 15, 2003, amends the Voting and Waiver Agreement, dated as of July 22, 2003 (the "Agreement"), by and among NMP, Inc., MarketWatch.com, Inc., Pinnacor Inc. (the "Company"), CBS Broadcasting Inc. ("CBS") and Pearson International Finance Ltd. ("PIFL"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Agreement.

Marketwatch Com Inc – MarketWatch.com and Pinnacor Expect Merger to Close in First Quarter of 2004 Companies Extend Termination Date of Merger Agreement (December 15th, 2003)

MarketWatch.com (Nasdaq: MKTW) and Pinnacor Inc. (Nasdaq: PCOR) jointly announced today that they have amended the previously announced merger agreement to extend the termination date from December 31, 2003 to March 31, 2004. In connection with the merger amendment, CBS and Pearson, MarketWatch.com's two largest stockholders, agreed to extend their proxies to vote in favor of the merger to March 31, 2004. The proxies to vote in favor of the merger entered into by Pinnacor's executive officers and certain of Pinnacor's directors and large stockholders remain in effect.

Marketwatch Com Inc – AGREEMENT AND PLAN OF MERGER (July 23rd, 2003)

AGREEMENT AND PLAN OF MERGER Dated as of July 22, 2003 TABLE OF CONTENTS Page ---- ARTICLE I. HOLDING COMPANY AND SUBSIDIARIES .............................. 2 SECTION 1.01. ORGANIZATION OF HOLDCO ................................. 2 SECTION 1.02. DIRECTORS AND OFFICERS OF HOLDCO ....................... 2 SECTION 1.03. ORGANIZATION OF MERGER SUBSIDIARIES .................... 3 SECTION 1.04. ACTIONS OF PARENT ...................................... 3 ARTICLE II. THE MERGERS; CERTAIN RELATED MATTERS ......................... 3 SECTION 2.01. THE MERGERS ............................................ 3 SECTION 2.02. CLOSING

Marketwatch Com Inc – VOTING AGREEMENT (July 23rd, 2003)

EXHIBIT 99.3 VOTING AGREEMENT This Voting Agreement (the "AGREEMENT") is made and entered into as of July 22, 2003, by and among NMP, Inc., a Delaware corporation ("HOLDCO"), MarketWatch.com, Inc., a Delaware corporation ("PARENT"), and the undersigned stockholder (the "STOCKHOLDER") of Pinnacor Inc., a Delaware corporation (the "COMPANY"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below). Recitals WHEREAS, pursuant to an Agreement and Plan of Merger dated as of the date hereof (the "MERGER AGREEMENT") by and among Parent, the Company, Holdco, Maple Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco ("PARENT MERGER SUB"), and Pine Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdc

Marketwatch Com Inc – VOTING AND WAIVER AGREEMENT (July 23rd, 2003)

EXHIBIT 99.2 VOTING AND WAIVER AGREEMENT This Voting and Waiver Agreement (the "AGREEMENT") is made and entered into as of July 22, 2003, by and among NMP, Inc. ("HOLDCO"), MarketWatch.com, Inc. ("PARENT"), Pinnacor Inc. (the "COMPANY"), CBS Broadcasting Inc. ("CBS") and Pearson International Finance Ltd. ("PIFL" and together with CBS shall be hereinafter referred to as a "STOCKHOLDER" and collectively, as the "STOCKHOLDERS"). All capitalized terms herein not otherwise defined shall have the meaning ascribed to them in the Merger Agreement (as defined below). RECITALS WHEREAS, pursuant to an Agreement and Plan of Merger dated as of the date hereof (the "MERGER AGREEMENT") by and among Holdco, Parent, the Company, Maple Merger Sub, Inc., a direct wholly owned subsidiary of Holdco ("PARENT MERGER SUB"), and Pine Merger Sub, Inc., a direct wh

Marketwatch Com Inc – AFFILIATE AGREEMENT (July 23rd, 2003)

EXHIBIT 99.4 AFFILIATE AGREEMENT This Affiliate Agreement (this "AGREEMENT") is made and entered into as of July 22, 2003 by and among NMP, Inc., a Delaware corporation ("HOLDCO"), MarketWatch.com, Inc., a Delaware corporation ("PARENT"), and the undersigned stockholder (the "AFFILIATE"), who may be deemed an affiliate of Pinnacor Inc., a Delaware corporation (the "COMPANY"), under applicable law. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Merger Agreement (as defined below). Recitals: WHEREAS, pursuant to an Agreement and Plan of Merger dated as of the date hereof (the "MERGER AGREEMENT") by and among Parent, the Company, Holdco, Maple Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Holdco ("PARENT MERGER SUB"), and Pine Merger Sub, Inc.

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (May 15th, 2003)

This Employment Agreement (the "Agreement") is entered into as of March 17, 2003 (the "Commencement Date") by MarketWatch.com, Inc. (the "Company") and Doug Appleton (the "Executive").

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (March 31st, 2003)

This Employment Agreement (the "Agreement"), is entered into as of March 15, 2003 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Joan Platt (the "Executive").

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (November 14th, 2002)

This Employment Agreement (the "Agreement"), is entered into as of December 1, 2001 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Kathleen B. Yates (the "Executive").

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (November 14th, 2002)

This Employment Agreement (the "Agreement") is effective as of July 1, 2001 (the "Commencement Date") by MarketWatch.com, Inc. (the "Company") and Lawrence S. Kramer (the "Executive"). This Agreement supercedes and replaces all previous agreements with regard to this subject matter.

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (November 14th, 2002)

This Employment Agreement (the "Agreement"), is entered into as of January 1, 2002 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Scot McLernon (the "Executive").

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (November 14th, 2002)

This Employment Agreement (the "Agreement"), is entered into as of January 1, 2002 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and David A. Callaway (the "Executive").

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (November 14th, 2002)

This Employment Agreement (the "Agreement"), is entered into as of January 1, 2002 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Jamie J. Thingelstad (the "Executive").

Marketwatch Com Inc – CONTENTS (April 1st, 2002)

Financial Times, Pearson Internet and the Seller are parties to a joint venture agreement dated 19 June, 2000 governing the relationship of the Seller and Pearson Internet as shareholders in Financial Times MarketWatch.com (Europe) Limited (the JV Agreement).

Marketwatch Com Inc – MEMORANDUM OF UNDERSTANDING (November 14th, 2001)
Marketwatch Com Inc – EMPLOYMENT AGREEMENT (August 14th, 2001)

This Employment Agreement (the "Agreement"), is entered into as of July 1, 2001 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Lawrence S. Kramer (the "Executive").

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (April 2nd, 2001)

This Agreement is entered into in connection with an Agreement and Plan of Reorganization (the "Reorganization Agreement") dated as of April 28, 1999, by and among MarketWatch.com, Inc., ("MarketWatch"), Big Dog Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of MarketWatch ("Sub"), Charts and certain shareholders of Charts, pursuant to which Sub is to merge with and into Charts, with Charts becoming a wholly-owned subsidiary of MarketWatch (the "Merger"). The date on which the Merger becomes effective will be the effective date of this Agreement (the "Effective Date").

Marketwatch Com Inc – MARKETWATCH.COM, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN As Adopted July 12, 2000 (November 14th, 2000)
Marketwatch Com Inc – EMPLOYMENT AGREEMENT (November 14th, 2000)

This Employment Agreement (the "Agreement"), is entered into as of October 2, 2000 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and William Bishop (the "Executive").

Marketwatch Com Inc – JOINT VENTURE AGREEMENT (this Agreement) made on June 19, 2000 Between: Whereas: It is agreed as follows: (November 14th, 2000)
Marketwatch Com Inc – STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is made and entered into as of March 28, 2000 (the "Effective Date") by and among MarketWatch.com, Inc., a Delaware corporation (the "Company"), and the parties listed on the Schedule of Investors attached to this Agreement as Exhibit A (each hereinafter individually referred to as an "Investor" and collectively referred to as the "Investors"). Whereas, the Company desires to sell to the Investors, and the Investors desire to purchase from the Company, shares of the Company's Common Stock on the terms and conditions set (May 15th, 2000)

Purchase Aggregate Shares Price Purchase Investor Acquired per Share Price ----------- --------- --------------- CBS BROADCASTING INC. 1,136,814 $37.825 $43,000,000.00 51 West 52nd Street New York, NY 10019 Attn: Fredric G. Reynolds Louis J. Briskman DATA BROADCASTING CORPORATION 1,136,814 $37.825 $43,000,000.00 22 Crosby Drive Bedford, MA 01730 Attn: President and Chief Executive Officer Copy: General Counsel Totals: $2,273,628 $86,000,000.00

Marketwatch Com Inc – JOINT VENTURE AGREEMENT made on 6 January 2000. Between: Whereas: It is agreed as follows: Interpretation Definitions (March 30th, 2000)
Marketwatch Com Inc – EMPLOYMENT AGREEMENT (March 30th, 2000)

This Employment Agreement (the "Agreement"), is entered into as of December 1, 1999 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Joan Platt (the "Executive").

Marketwatch Com Inc – 1995 STOCK PLAN (August 23rd, 1999)

1 EXHIBIT 4.03 RESTATED CONCERTO TECHNOLOGIES INC. (FORMERLY KNOWN AS CONCERTO CAPITAL MANAGEMENT, INC.) 1995 STOCK PLAN 2 SECTION CONTENTS PAGE 1. General Purpose of Plan; Definitions ............................... 1 2. Administration ..................................................... 3 3. Stock Subject to Plan .............................................. 4 4. Eligibility ........................................................ 4 5. Stock Options ...................................................... 5 6. Restricted Stock ................................................... 9 7.

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (August 9th, 1999)

1 EXHIBIT 10.16 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), is made as of the Effective Date indicated below, by and between BigCharts Inc., a Minnesota corporation ("CHARTS") and Philip D. Hotchkiss (the "EXECUTIVE"). BACKGROUND This Agreement is entered into in connection with an Agreement and Plan of Reorganization (the "REORGANIZATION AGREEMENT") dated as of April 28, 1999, by and among MarketWatch.com, Inc., a Delaware corporation ("MARKETWATCH"), Big Dog Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of MarketWatch ("SUB"), Charts and certain shareholders of Charts, pursuant to which Sub is to merge with and into Charts, with Charts becoming a wholly-owned subsidiary of MarketWatch (the "MERGER"). The date on which the Merger becomes effective will be the effective date of thi

Marketwatch Com Inc – EMPLOYMENT AGREEMENT (August 9th, 1999)

1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT This Employment Agreement (the "AGREEMENT"), is made as of the Effective Date indicated below, by and between BigCharts Inc., a Minnesota corporation ("CHARTS") and Jamie J. Thingelstad (the "EXECUTIVE"). BACKGROUND This Agreement is entered into in connection with an Agreement and Plan of Reorganization (the "REORGANIZATION AGREEMENT") dated as of April 28, 1999, by and among MarketWatch.com, Inc. ("MARKETWATCH"), Big Dog Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of MarketWatch ("SUB"), Charts and certain shareholders of Charts, pursuant to which Sub is to merge with and into Charts, with Charts becoming a wholly-owned subsidiary of MarketWatch (the "MERGER"). The date on which the Merger becomes effective will be the effective date of this Agreement (the "EFFEC

Marketwatch Com Inc – AGREEMENT AND PLAN OF REORGANIZATION (July 12th, 1999)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made and entered into as of April 28, 1999 (the "AGREEMENT DATE") by and among MarketWatch.com, Inc., a Delaware corporation ("MARKETWATCH"); Big Dog Acquisition Corp., a Minnesota corporation that is a wholly-owned subsidiary of MarketWatch ("SUB"); BigCharts Inc., a Minnesota corporation ("CHARTS"); Philip D. Hotchkiss; Verticality BigCharts Investment, LLC, a Delaware Limited Liability Company ("VERTICALITY"); Wyncrest Capital, Inc.; David C. Malmberg; Jamie Thingelstad; Scott Kinney; Ronny Apfel; Sholem Greenbaum and Hadar Pedhazur. RECITALS A. The parties intend that, subject to the terms and conditions of this Agreement, Sub will be merged with and into Charts in a reverse triangular merger, with Charts to be th

Marketwatch Com Inc – AGREEMENT AND PLAN OF REORGANIZATION (May 12th, 1999)

1 EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made and entered into as of April 28, 1999 (the "AGREEMENT DATE") by and among MarketWatch.com, Inc., a Delaware corporation ("MARKETWATCH"); Big Dog Acquisition Corp., a Minnesota corporation that is a wholly-owned subsidiary of MarketWatch ("SUB"); BigCharts Inc., a Minnesota corporation ("CHARTS"); Philip D. Hotchkiss; Verticality BigCharts Investment, LLC, a Delaware Limited Liability Company ("VERTICALITY"); Wyncrest Capital, Inc.; David C. Malmberg; Jamie Thingelstad; Scott Kinney; Ronny Apfel; Sholem Greenbaum and Hadar Pedhazur. RECITALS A. The parties intend that, subject to the terms and conditions of this Agreement, Sub will be merged with and into Charts in a reverse triangular merger, with Charts to be th

Marketwatch Com Inc – AMENDED AND RESTATED LICENSE AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.07 AMENDED AND RESTATED LICENSE AGREEMENT This AGREEMENT made on January 13, 1999, and effective as of the 29th day of October, 1997, by and between CBS Broadcasting, Inc. (formerly known as CBS Inc.), 51 West 52nd Street, New York, New York 10019 (herein called "CBS"), and Marketwatch.Com, LLC, 825 Battery St., San Francisco, CA 94111 (herein called "MarketWatch") hereby amends and restates the License Agreement entered into between the parties as of October 29, 1997 (that was attached to and formed a part of the CONTRIBUTION AGREEMENT, dated as of October 29, 1997, between CBS, INC., DATA BROADCASTING CORPORATION ("DBC") and MARKETWATCH.COM,LLC). 1. DEFINITIONS 1.1 "Acquired Business" means a corporation, partnership, limited liability company, other business entity or division of any of the foregoing or assets of the foregoing constituting a busines

Marketwatch Com Inc – SERVICES AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.08 AMENDED AND RESTATED SERVICES AGREEMENT This AGREEMENT made as of the 13th Day of January, 1999, by and between MARKETWATCH.COM.LLC, 825 Battery Street, San Francisco, CA 94111, (herein called "MarketWatch") and DATA BROADCASTING CORPORATION, 3955 Point Eden Way, Hayward, CA 94545 (herein called "DBC") hereby amends and restates this Agreement entered into between the parties as of October 29, 1997 (that was attached to and formed a part of the CONTRIBUTION AGREEMENT, dated as of October 29, 1997 between CBS Broadcasting, Inc. (formerly known as CBS, Inc.), DBC and MarketWatch. 1. DESCRIPTION 1.1 During the term of this Agreement, subject to the terms and conditions stated herein (a) at the request of MarketWatch, DBC will perform the following services for MarketWatch: (i) (A)

Marketwatch Com Inc – REVOLVING CREDIT AGREEMENT (March 31st, 1999)

1 EXHIBIT 10.09 REVOLVING CREDIT AGREEMENT This Revolving Credit Agreement (this "AGREEMENT") is made and entered into effective as of January 13, 1999 (the "EFFECTIVE DATE") by and between Data Broadcasting Corporation, a Delaware corporation ("LENDER"), and MarketWatch.com, Inc., a Delaware corporation ("BORROWER"). RECITALS WHEREAS, Lender is a party to that certain Limited Liability Company Agreement dated as of October 29, 1997, between CBS Inc., a New York corporation ("CBS") and Lender, with respect to Marketwatch.Com, LLC, a Delaware limited liability company (the "LLC"), which provides, among other things, that Lender shall provide to the LLC, on an unsecured, revolving basis, loans in amounts up to $5,000,000 (the "REVOLVING LOAN"); WHEREAS, pursuant to the terms of that certain Agreement and Plan of

Marketwatch Com Inc – STOCKHOLDERS' AGREEMENT (March 31st, 1999)

1 EXHIBIT 4.03 STOCKHOLDERS' AGREEMENT This Stockholders' Agreement (the "AGREEMENT") is made and entered into as of January 13, 1999, by and among CBS Broadcasting Inc., a New York corporation ("CBS"), and Data Broadcasting Corporation, a Delaware corporation ("DBC") (hereinafter referred to collectively as the "STOCKHOLDERS" and each singly as "STOCKHOLDER"), MarketWatch.com, Inc., a Delaware corporation (the "COMPANY"), and Marketwatch.Com LLC, a Delaware limited liability company (the "LLC"). RECITALS WHEREAS, the parties hereto are parties to a Merger Agreement, dated as of the date hereof, pursuant to which the LLC will be merged with and into the Company for the purpose of operating the business of the LLC in a corporate form (the "MERGER"); WHEREAS, as a result of the Merger, the LLC will cease to exist, h

Marketwatch Com Inc – REGISTRATION RIGHTS AGREEMENT (March 31st, 1999)

1 EXHIBIT 4.02 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of January 13, 1999 (the "EFFECTIVE DATE") by and between MarketWatch.com, Inc., a Delaware corporation (the "COMPANY"), and the entities listed on Exhibit A hereto (collectively, the "STOCKHOLDERS" and each individually a "STOCKHOLDER"). R E C I T A L S WHEREAS, the Company and the Stockholders have entered into that certain Merger Agreement (the "MERGER AGREEMENT") dated as of the date hereof, which provides, among other things, that Marketwatch.Com, LLC (the "LLC") shall merge with and into the Company (the "MERGER") with the Company being the entity surviving the Merger; WHEREAS, immediately prior to the Merger, the Stockholders were the sole members of the LLC; WHEREAS, the S

Marketwatch Com Inc – SERVICES AGREEMENT (January 13th, 1999)

1 EXHIBIT 10.08 AMENDED AND RESTATED SERVICES AGREEMENT This AGREEMENT made as of the ___th Day of January, 1999, by and between MARKETWATCH.COM.LLC, 825 Battery Street, San Francisco, CA 94111, (herein called "MarketWatch") and DATA BROADCASTING CORPORATION, 3955 Point Eden Way, Hayward, CA 94545 (herein called "DBC") hereby amends and restates this Agreement entered into between the parties as of October 29, 1997 (that was attached to and formed a part of the CONTRIBUTION AGREEMENT, dated as of October 29, 1997 between CBS Broadcasting, Inc. (formerly known as CBS, Inc.), DBC and MarketWatch. 1. DESCRIPTION 1.1 During the term of this Agreement, subject to the terms and conditions stated herein (a) at the request of MarketWatch, DBC will perform the following services for MarketWatch: (i) (A)