Autonomy Corp PLC Sample Contracts

and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of __________, 2003
Deposit Agreement • September 22nd, 2003 • Autonomy Corp PLC • Services-prepackaged software • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _________, 2003 among AUTONOMY CORPORATION PLC, incorporated under the laws of England and Wales (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

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Autonomy Corporation plc
Deposit Agreement • September 22nd, 2003 • Autonomy Corp PLC • Services-prepackaged software

Re: Deposit Agreement dated as of ___________, 2003 (the "Deposit Agreement") by and among Autonomy Corporation plc, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts

AGREEMENT AND PLAN OF MERGER BY AND AMONG AUTONOMY CORPORATION PLC, VIOLET MERGER SUB, INC. AND VIRAGE, INC. July 9, 2003
Agreement and Plan of Merger • July 10th, 2003 • Autonomy Corp PLC • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 9, 2003, by and among AUTONOMY CORPORATION PLC, a corporation formed under the laws of England and Wales (“Parent”), VIOLET MERGER SUB, INC., a Delaware corporation (“Merger Sub”), and VIRAGE, INC., a Delaware corporation (the “Company”).

VIRAGE, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • October 20th, 2003 • Autonomy Corp PLC • Services-prepackaged software • California

THIS NONSTATUTORY STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of the Date of Option Grant by and between Virage, Inc. and ________________________ (the “Optionee”).

Autonomy Systems Ltd Staff in Confidence Terms and conditions of employment
Autonomy Corp PLC • March 20th, 2003 • Services-prepackaged software

This document sets forth the terms of employment between you, Sushovan Hussain, and Autonomy Systems Ltd (the "Company"). In signing this contract you acknowledge that you have read and agree to the terms set out below.

ONE MARKET SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-ONE MARKET LIMITED PARTNERSHIP, a Delaware limited partnership ("LANDLORD") AND AUTONOMY, INC., a New Jersey corporation ("TENANT")
Office Lease Agreement • April 22nd, 2004 • Autonomy Corp PLC • Services-prepackaged software • California

THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the day of , 2004, by and between CA-ONE MARKET LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord") and AUTONOMY, INC., a New Jersey corporation ("Tenant"). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A-1 (Outline and Location of Premises), Exhibit A-2 (Legal Description of Project), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter, if required), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions, if required), Exhibit G (Parking Agreement, if required), Exhibit H (Asbestos Notification) and Exhibit I (Agreement of Subordination, Non-Disturbance and Attornment).

Company Letterhead
Company Letterhead • September 22nd, 2003 • Autonomy Corp PLC • Services-prepackaged software
AUTONOMY CORPORATION PLC STOCK OPTION ASSUMPTION AGREEMENT
Stock Option Assumption Agreement • October 20th, 2003 • Autonomy Corp PLC • Services-prepackaged software

As you know, on September 2, 2003 (the “Closing Date”) Autonomy Corporation plc (“Autonomy”) acquired Virage, Inc. (“Virage”) (the “Acquisition”). On the Closing Date you held one or more outstanding options (the “Virage Options”) to purchase shares of Virage, Inc. common stock granted to you under the Virage, Inc. [PLAN] (the “Plan”), each documented with an option agreement (such option agreement, including any amendments thereto entered into prior to the consummation of the Acquisition, the “Option Agreement”) issued to you under the Plan. In accordance with the terms of the Acquisition, Autonomy assumed all obligations of Virage under the Virage Options. As a result, each option to acquire shares of Virage common stock was adjusted to reflect an exchange ratio (the “Exchange Ratio”) of 0.35637674 of a share of Autonomy Ordinary Shares (“Autonomy Shares”) for each share of Virage common stock. This Agreement evidences the assumption of the Virage Options, including the adjustments t

Contract
Incentive Stock Option Agreement • October 20th, 2003 • Autonomy Corp PLC • Services-prepackaged software • California

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

Contract
Nonstatutory Stock Option Agreement • October 20th, 2003 • Autonomy Corp PLC • Services-prepackaged software • California

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

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