Homeaway Inc Sample Contracts

HOMEAWAY, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of March 31, 2014 0.125% Convertible Senior Notes due 2019
Indenture • April 1st, 2014 • Homeaway Inc • Services-computer processing & data preparation • New York

INDENTURE, dated as of March 31, 2014, between HOMEAWAY, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

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Insert Dealer’s Name and Address]
Homeaway Inc • March 28th, 2014 • Services-computer processing & data preparation

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer] (“Dealer”) and HomeAway, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

6,018,630 Shares HOMEAWAY, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT December 11, 2013
Underwriting Agreement • December 13th, 2013 • Homeaway Inc • Services-computer processing & data preparation • New York

HomeAway, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of 6,018,630 shares of the common stock, par value $0.0001 per share of the Company (the “Firm Shares”), of which 5,500,000 shares are to be issued and sold by the Company and 518,630 shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in under “Number of Firm Shares To Be Sold” on Schedule I hereto.

HOMEAWAY, INC.
Restricted Stock Unit Award Agreement • March 29th, 2012 • Homeaway Inc • Services-computer processing & data preparation • Texas

Unless otherwise defined herein, the terms defined in the HomeAway, Inc. 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

HOMEAWAY, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 5th, 2015 • Homeaway Inc • Services-computer processing & data preparation • Texas

Unless otherwise defined herein, the terms defined in the HomeAway, Inc. 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement, including the Notice of Restricted Stock Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A (together, the “Agreement”).

HOMEAWAY, INC.
Stock Option Award Agreement • June 10th, 2011 • Homeaway Inc • Services-computer processing & data preparation • Texas

Unless otherwise defined herein, the terms defined in the HomeAway, Inc. 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 16th, 2014 • Homeaway Inc • Services-computer processing & data preparation

This Amendment to Executive Employment Agreement (the “Amendment”) by and between HomeAway, Inc. (the “Company”) and Brian Sharples (the “Executive”) is effective October 14, 2014.

AGREEMENT AND PLAN OF REORGANIZATION by and among EXPEDIA, INC., HMS 1 INC. and HOMEAWAY, INC. dated as of November 4, 2015
Agreement and Plan of Reorganization • November 5th, 2015 • Homeaway Inc • Services-computer processing & data preparation • Delaware

This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated November 4, 2015, is by and among Expedia, Inc., a Delaware corporation (“Parent”), HMS 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”) and HomeAway, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement, unless the context clearly provides otherwise. Parent, Purchaser and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

HOMEAWAY, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 31st, 2011 • Homeaway Inc • Services-computer processing & data preparation • Texas

This Executive Employment Agreement (the “Agreement”) is entered into as of May 27, 2011 (the “Effective Date”) by and between HomeAway, Inc., a Delaware corporation (the “Company”), and Brian Sharples (“Executive”).

HOMEAWAY, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 11th, 2011 • Homeaway Inc • Delaware

This Indemnification Agreement (this “Agreement”) is made as of [ , ], by and between HomeAway, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

HOMEAWAY, INC.
Stock Option Agreement • March 11th, 2011 • Homeaway Inc • Delaware

Unless otherwise defined herein, the terms defined in the 2005 Stock Plan shall have the same defined meanings in this Stock Option Agreement.

HOMEAWAY, INC.
2004 Stock Option Plan • March 11th, 2011 • Homeaway Inc • Delaware

Unless otherwise defined herein, the terms defined in the 2004 Stock Option Plan shall have the same defined meanings in this Stock Option Agreement.

HOMEAWAY, INC.
Homeaway Inc • March 28th, 2014 • Services-computer processing & data preparation • New York

HomeAway, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”) $350,000,000 aggregate principal amount of its 0.125% Convertible Senior Notes due 2019 (the “Underwritten Securities”) and, at the option of the Initial Purchasers, up to an additional $52,500,000 aggregate principal amount of its 0.125% Convertible Senior Notes due 2019 (the “Option Securities”), solely to cover over-allotments, if and to the extent that the Initial Purchasers shall have determined to exercise the option to purchase such Option Securities granted to the Initial Purchasers in Section 2 hereof. The Underwritten Securities and the Option Securities are herein referred to as the “Securities.” The Securities will be convertible into cash, shares (the “Underlying Securities”) of common stock of the Company, par value $0.0001 per share (t

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 31st, 2011 • Homeaway Inc • Services-computer processing & data preparation • Delaware

THIS AGREEMENT is entered into, effective as of by and between HomeAway, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

HOMEAWAY, INC. AMENDMENT TO HOMEAWAY OFFER LETTER
Homeaway Inc • March 11th, 2011 • Texas

This amendment (the “Amendment”) is made by and between Brent Bellm (the “Executive”) and Homeaway, Inc. (the “Company” and together with the Executive hereinafter collectively referred to as the “Parties”) on December 29, 2010.

Contract
Homeaway Inc • March 11th, 2011 • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

COMMERCIAL LEASE FOR OFFICES
Homeaway Inc • February 26th, 2014 • Services-computer processing & data preparation

IVZ Immobilien Verwaltungs GmbH & Co., Paris 4 KG, a Limited Partnership whose registered office is in Munich (D-80333) (Germany, Maffeistrasse 3), registered in the Munich Companies Trade Register under No. HRA 76519 and owner of the building,

STOCK REPURCHASE AGREEMENT
Stock Repurchase Agreement • March 11th, 2011 • Homeaway Inc • Delaware

THIS STOCK REPURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of July, 2010, by and among HomeAway, Inc., a Delaware corporation (the “Company”), and each of the other persons listed on Exhibit A attached hereto (each of whom is referred to herein as a “Seller” and who are collectively referred to herein as the “Sellers”).

HOMEAWAY, INC.
2004 Stock Plan • March 11th, 2011 • Homeaway Inc • Delaware

Unless otherwise defined herein, the terms defined in the 2004 Stock Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).

For use in France] HOMEAWAY, INC.
Stock Option Award Agreement • February 26th, 2014 • Homeaway Inc • Services-computer processing & data preparation • Texas

Unless otherwise defined herein, the terms defined in the HomeAway, Inc. 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

HOMEAWAY, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 31st, 2011 • Homeaway Inc • Services-computer processing & data preparation • Texas

This Executive Employment Agreement (the “Agreement”) is entered into as of May 27, 2011 (the “Effective Date”) by and between HomeAway, Inc., a Delaware corporation (the “Company”), and Rebecca Lynn Atchison (“Executive”).

HOMEAWAY, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • November 6th, 2015 • Homeaway Inc • Services-computer processing & data preparation • Texas

This Executive Employment Agreement (the “Agreement”) is entered into effective as of October 1, 2015 (the “Effective Date”) by and between HomeAway, Inc., a Delaware corporation (the “Company”), and Melissa Frugé (“Executive”).

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TRANSITION AGREEMENT
Transition Agreement • April 23rd, 2015 • Homeaway Inc • Services-computer processing & data preparation • Texas

This Transition Agreement (“Agreement”) is made by and between Brent Bellm (“Employee”) and HomeAway, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

] Shares1 HOMEAWAY, INC. COMMON STOCK PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • June 16th, 2011 • Homeaway Inc • Services-computer processing & data preparation • New York
ASSET PURCHASE AGREEMENT dated as of November 2, 2006 by and among HOMEAWAY, INC., VRBO.COM, INC., VRBO INTERNATIONAL LLC, PURPLE MOUNTAIN LLC, CAMELOT TRUST, VRBO SUPPORT SERVICES LLC, THE RELATED PARTIES and U.S. BANK, NATIONAL ASSOCIATION, THE...
Asset Purchase Agreement • March 11th, 2011 • Homeaway Inc • Delaware

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of November 2, 2006, by and among HomeAway, Inc., a Delaware corporation (“Parent”), VRBO.com, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Buyer”), VRBO International LLC, a Delaware limited liability company (“VRBO”), Purple Mountain LLC, a Colorado limited liability company (“Purple Mountain”), Camelot Trust, an international trust governed by the laws of the Cook Islands (“Camelot”), VRBO Support Services LLC, a Colorado limited liability company (“Support Services”), those individuals listed on the signature pages attached hereto as the Related Parties (the “Related Parties”), and, as to Article X only, U.S. Bank National Association, as the Escrow Agent (the “Escrow Agent”). VRBO, Purple Mountain, Camelot, Support Services and the Related Parties are collectively referred to herein as “Seller.” VRBO, Purple Mountain, Camelot and Support Services are collectively referred to herein as the “

HOMEAWAY, INC.
2004 Stock Plan • March 11th, 2011 • Homeaway Inc • Delaware

Unless otherwise defined herein, the terms defined in the 2004 Stock Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

AMENDMENT NO.2 TO THE COMMERCIAL LEASE SIGNED 10TH MARCH 2008
Homeaway Inc • March 11th, 2011

The company HVB Immoblien Verwaltungs Gmbh & Co, Paris 4 KG., limited partnership, of which the head office is in Munich (D-80333) (Germany), Maffeistrasse 3, registered on the commercial register of Munich under number HRA 76519, owner of the building,

For Use In France (Tax Favored) HOMEAWAY, INC.
Restricted Stock Unit Award Agreement • February 26th, 2014 • Homeaway Inc • Services-computer processing & data preparation • Texas

Unless otherwise defined herein, the terms defined in the HomeAway, Inc. 2011 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

CEH HOLDINGS, INC. EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2011 • Homeaway Inc • Texas

This Executive Employment Agreement (the “Agreement”) is entered into as of February 1, 2005 (the “Effective Date”) by and between CEH Holdings, Inc., a Delaware corporation (the “Company”), and Brian Sharples (“Executive”).

HOMEAWAY, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT March 10, 2011
Rights Agreement • March 11th, 2011 • Homeaway Inc • Delaware

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of March 10, 2011, by and among HomeAway, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”), certain of the Company’s stockholders listed on Schedule B hereto (each, a “Common Holder” and collectively, the “Common Holders”) and certain holders of warrants to purchase capital stock of the Company listed on Schedule C hereto (each a “Warrant Holder”).

Commercial Lease - Offices
Homeaway Inc • March 11th, 2011

The company HVB Immoblien Verwaltungs Gmbh & Co, Paris 4 KG., limited partnership, of which the head office is in Munich (D-80333) (Germany), Maffeistrasse 3, registered on the commercial register of Munich under number HRA 76519, owner of the building,

HOMEAWAY, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT October 23, 2008
Series D Preferred Stock Purchase Agreement • April 14th, 2011 • Homeaway Inc • Services-computer processing & data preparation • Delaware

This Series D Preferred Stock Purchase Agreement (this “Agreement”) is made as of October 23, 2008 by and among HomeAway, Inc., a Delaware corporation formerly known as WVR Group, Inc. (the “Company”), and the individuals and entities (each, an “Investor” and collectively, the “Investors”) listed on the Schedule of Investors attached to this Agreement as Schedule A (the “Schedule of Investors”).

AMENDMENT No. 3 TO THE COMMERCIAL LEASE SIGNED ON 10 MARCH 2008
Homeaway Inc • March 11th, 2011

The company IVZ Immobilien Verwaltungs Gmbh & Co. Paris 4 KG., a limited partnership company of which the registered office is in MUNICH (D-80333) (Germany), Maffeistrasse 3, registered at the Trade Registry of MUNICH under the number HRA 76519, owner of the building,

HomeAway, Inc.
Homeaway Inc • March 11th, 2011 • Delaware

This letter will confirm our agreement that, subject to and in consideration of the purchase of shares of Series D Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), of HomeAway, Inc., a Delaware corporation (the “Company”), by the persons and entities listed on Exhibit A hereto (the “IPO Holders”), in connection with the Company’s initial firm commitment underwritten public offering (the “IPO”), the Company shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such IPO to establish a directed share program (the “Program”) whereby such managing underwriter or underwriters would offer each IPO Holder priority as to the participation in such Program on the terms as described herein.

HOMEAWAY, INC. AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 5th, 2015 • Homeaway Inc • Services-computer processing & data preparation • Texas

This Amended and Restated Executive Employment Agreement (the “Agreement”) is entered into effective as of April 21, 2015 (the “Effective Date”) by and between HomeAway, Inc., a Delaware corporation (the “Company”), and Ross Buhrdorf (“Executive”).

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