Pinnacle Systems Inc Sample Contracts

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Asset Purchase Agreement • August 13th, 1999 • Pinnacle Systems Inc • Photographic equipment & supplies • California
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EXHIBIT 1.1 PINNACLE SYSTEMS, INC. 2,300,000 Shares1 Common Stock UNDERWRITING AGREEMENT
Pinnacle Systems Inc • October 29th, 1997 • Photographic equipment & supplies • California
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 26th, 2001 • Pinnacle Systems Inc • Photographic equipment & supplies • California
AMONG
Asset Purchase Agreement • September 12th, 1997 • Pinnacle Systems Inc • Photographic equipment & supplies • California
SECTION 1 REGISTRATION RIGHTS
Registration Rights Agreement • September 15th, 1997 • Pinnacle Systems Inc • Photographic equipment & supplies • California
and
Preferred Shares Rights Agreement • December 19th, 1996 • Pinnacle Systems Inc • Photographic equipment & supplies • California
PINNACLE SYSTEMS, INC. and MELLON INVESTOR SERVICES LLC AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT Amended and Restated as of October 20, 2004 Originally Dated as of December 12, 1996 and Amended as of April 30, 1998
Preferred Stock Rights Agreement • October 20th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies • California

This Amended and Restated Preferred Stock Rights Agreement is dated as of October 20, 2004, between Pinnacle Systems, Inc., a California corporation (the “Company”), and Mellon Investor Services LLC, f/k/a ChaseMellon Shareholder Services, L.L.C. (the “Rights Agent”).

RECITALS
Registration Rights Agreement • November 30th, 2000 • Pinnacle Systems Inc • Photographic equipment & supplies • California
RECITALS
Registration Rights Agreement • June 27th, 2000 • Pinnacle Systems Inc • Photographic equipment & supplies • California
PINNACLE SYSTEMS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • May 10th, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • California

This Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of May 10, 2004 (the “Effective Date”), by and between Scott Martin (the “Employee”) and Pinnacle Systems, Inc., a California corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

RECITALS
Stock Restriction and Registration Rights Agreement • August 17th, 1999 • Pinnacle Systems Inc • Photographic equipment & supplies • California
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 11th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies • California

This Indemnification Agreement (this “Agreement”) is made as of this day of 200 by and between Pinnacle Systems, Inc., a California corporation (the “Company”), and (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER by and among AVID TECHNOLOGY, INC., HIGHEST MOUNTAIN CORPORATION and PINNACLE SYSTEMS, INC. Dated as of March 20, 2005
Agreement and Plan of Merger • March 22nd, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 20, 2005 by and among Avid Technology, Inc., a Delaware corporation (the “Buyer”), Highest Mountain Corporation, a California corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Pinnacle Systems, Inc., a California corporation (the “Company”).

AMENDMENT NO. 1
Pinnacle Systems Inc • September 26th, 2001 • Photographic equipment & supplies • California
VOTING AGREEMENT
Voting Agreement • March 22nd, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • Delaware

VOTING AGREEMENT, dated as of March 20, 2005 (this “Agreement”), among the stockholders listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Pinnacle Systems, Inc., a California corporation (the “Company”) and Avid Technology, Inc., a Delaware corporation (the “Buyer”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

Pinnacle Systems GmbH Steinberg Media Technologies AG Share Purchase and Transfer Agreement dated December 18, 2002 [Linklaters Oppenhoff & Radler LOGO]
Pinnacle Systems Inc • January 7th, 2003 • Photographic equipment & supplies

In consideration thereof and at the request of the Managing Sellers, we, the undersigned bank, hereby unconditionally and irrevocably undertake the Guarantee (“selbstschuldnerische Bürgschaft”) pursuant to §§ 765 ff BGB (German Civil Code) waiving the defence of challenge (Anfechtung) and set-off (Aufrechnung) and advance action (“Vorausklage”) pursuant to §§ 770, 771 BGB (German Civil Code) — hereinafter called “the Guarantee” — to the Purchaser for any claim of the Purchaser with respect to any breach of the statements made by the Sellers under Sec. 5 and 6 of the Purchase Agreement up to the maximum amount of

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March 1, 2004 Patti Hart [Address] Dear Patti:
Pinnacle Systems Inc • May 13th, 2004 • Photographic equipment & supplies

On behalf of the Pinnacle Systems board of directors, we are pleased to offer you the position of President, Chief Executive Officer and Chairman of the Board of Pinnacle Systems, based in Mountain View, California. (This letter agreement is referred to herein as the “Offer Letter”). On your first day of employment, you will be appointed a member of Pinnacle Systems’ Board of Directors (the “Board”). During your employment with Pinnacle Systems, you agree to devote your full business efforts and time to Pinnacle Systems. You agree, while employed by Pinnacle Systems, not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board; provided, however, that you may serve in any capacity with any civic, educational or charitable organization, or as a member of corporate boards of directors or committees thereof, without the approval of the Board, unless there is a conflict of interest.

Yamaha Corporation Steinberg Media Technologies GmbH Share Purchase and Transfer Agreement dated December 20, 2004
Pinnacle Systems Inc • January 27th, 2005 • Photographic equipment & supplies
EXECUTIVE SERVICE AGREEMENT PINNACLE SYSTEMS LIMITED
Pinnacle Systems Inc • February 9th, 2005 • Photographic equipment & supplies
MANAGING DIRECTOR’S SERVICE CONTRACT
Managing Director’s Service Contract • September 10th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies

Managing Director’s Service Contract between Pinnacle Systems GmbH, hereinafter the “Company” represented by the shareholders’ meeting, the latter represented by Arthur D. Chadwick and George Blinn, hereinafter the “Managing Director”.

ASSET PURCHASE AGREEMENT Between SCM MICROSYSTEMS, INC. and DAZZLE MULTIMEDIA, INC. collectively as Seller and PINNACLE SYSTEMS, INC. as Purchaser Dated as of June 29, 2003
Asset Purchase Agreement • August 8th, 2003 • Pinnacle Systems Inc • Photographic equipment & supplies • California

ASSET PURCHASE AGREEMENT, dated as of June 29, 2003, between SCM MICROSYSTEMS, INC., a Delaware corporation (“Parent”), DAZZLE MULTIMEDIA, INC., a Delaware corporation sometimes dba DAZZLE, INC. (“Sub,” and together with Parent, “Seller”), and PINNACLE SYSTEMS, INC., a California corporation (“Purchaser”).

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES
Pinnacle Systems Inc • September 18th, 2003 • Photographic equipment & supplies
SECTION 2 REGISTRATION RIGHTS
Declaration of Registration Rights • April 24th, 2000 • Pinnacle Systems Inc • Photographic equipment & supplies • California
PINNACLE SYSTEMS, INC. Stock Unit Agreement
Stock Unit Agreement • May 10th, 2005 • Pinnacle Systems Inc • Photographic equipment & supplies • California

Pinnacle Systems, Inc. (the “Company”) hereby grants you, Patti S. Hart (the “Executive”), an award of stock units (the “Stock Units”). The date of this Stock Unit Agreement (the “Agreement”) is February 18, 2005 (the “Grant Date”). Subject to the provisions of Appendix A (attached hereto), the principal features of the Stock Units are as follows:

FORM OF PROMISE TO GRANT STOCK OPTION(S) --------------------------------
Pinnacle Systems Inc • November 16th, 2001 • Photographic equipment & supplies

In exchange for your agreement to cancel certain stock options ("the Old Option(s)") you received from Pinnacle Systems, Inc. ("Pinnacle"), Pinnacle hereby promises to grant you a stock option or options, as applicable, covering [_________] shares of Pinnacle's common stock on or about June 19, 2002 (the "New Option(s)"), which is the same number of shares subject to the Old Options which you tendered for exchange and which were cancelled on December 18, 2001 (the "Cancellation Date"). The exercise price of each New Option will be the closing price of Pinnacle's common stock as listed on the Nasdaq National Market on June 19, 2002, except as otherwise set forth in the Exchange Offer Documents (as defined below).

SEPARATION AGREEMENT AND RELEASE RECITALS
Separation Agreement and Release • October 19th, 2004 • Pinnacle Systems Inc • Photographic equipment & supplies • California

This Separation Agreement and Release (“Agreement”) is made by and between Arthur D. Chadwick (“Employee”) and Pinnacle Systems, Inc. (“Company”) (jointly referred to as the “Parties”):

PINNACLE SYSTEMS, INC. AND SUBSIDIARIES
Pinnacle Systems Inc • September 27th, 2002 • Photographic equipment & supplies
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