0001047469-10-005046 Sample Contracts

Credit and Security Agreement
Credit and Security Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California

This Credit and Security Agreement (“Agreement”) is entered into as of July 26, 2007, by and between REAL D, a California corporation (“Borrower”), and City National Bank, a national banking association (“CNB”).

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OPERATING AGREEMENT OF DIGITAL LINK II, LLC
Operating Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • Delaware

THIS OPERATING AGREEMENT (this “Agreement”), is made and entered into as of March 2, 2007, by Digital Link II, LLC, a Delaware limited liability company (the “Company”), REAL D, a California corporation (“REAL D”), and Ballantyne of Omaha, Inc., a Delaware corporation (“Ballantyne”). REAL D and Ballantyne are referred to herein collectively as the “Members,” and each individually as a “Member.”

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed...
System License Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • Texas

This Amended and Restated REAL D System License Agreement (the “Agreement”) is entered into as of May 19, 2009 (the “Effective Date”), by and between REAL D, a company incorporated under the laws of the State of California, and having a principal place of business at 100 North Crescent Drive, Suite 120, Beverly Hills, California 90210 (“REAL D”, or the “Company”), and Cinemark USA, Inc., a company incorporated under the laws of the State of Texas and having a principal place of business at 3900 Dallas Parkway, Suite 500, Plano, Texas 75093 (“Licensee”).

REAL D SYSTEM LICENSE AGREEMENT (U.S. 2008)
System License Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California

This REAL D System License Agreement (the “Agreement”) is entered into as of October 15, 2008, by and between REAL D, a company incorporated under the laws of the State of California, and having a principal place of business at 100 North Crescent Drive, Suite 120, Beverly Hills, California 90210 (“REAL D”), and REGAL CINEMAS, Inc., a company incorporated under the laws of the State of Tennessee and having a principal place of business at 7132 Regal Lane, Knoxville, Tennessee 37918 (“Licensee”).

SECOND AMENDED AND RESTATED REALD SYSTEM LICENSE AGREEMENT (2010)
Reald System License Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California

This Second Amended and Restated RealD System License Agreement (2010) (the “Agreement”) is entered into as of May 9, 2010 and is effective as of April 7, 2010 (the “Effective Date”), by and between RealD Inc., a company incorporated under the laws of the State of Delaware, and having a principal place of business at 100 North Crescent Drive, Suite 120, Beverly Hills, California 90210 (“RealD”), and American Multi-Cinema, Inc., a company incorporated under the laws of the State of Missouri and having a principal place of business at 920 Main Street, Kansas City, Missouri 64105 (“Licensee”).

THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Third Amended and Restated Shareholders Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California

This Third Amended and Restated Shareholders Agreement (“Agreement”) is made and entered into as of this 24th day of December 2007, by and among REAL D, a California corporation (the “Company”), the holders of Series A Preferred Stock listed on Exhibit A hereto (the “Series A Holders”), the holders of Series B Preferred Stock listed on Exhibit A hereto (the “Series B Holders”) the holders of Series C Preferred Stock listed on Exhibit A hereto (the “Series C Holders”), the holders of the Series D Preferred Stock listed on Exhibit A hereto (the “Series D Holders”, and collectively with the Series A Holders, the Series B Holders and the Series C Holders, the “Investors”), Michael Lewis, Joshua Greer (together with Michael Lewis, the “Founders”), and any additional shareholder who becomes a party hereto or is bound hereby as provided herein (collectively with the Founders and the Investors, the “Shareholders”) with reference to the following facts:

FIRST AMENDMENT TO CREDIT AND SECURITY AGREEMENT
Credit and Security Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California

This First Amendment to Credit and Security Agreement (“Amendment”) is entered into as of August 18, 2009, by and between REAL D, a California corporation (“Borrower”) and City National Bank, a national banking association (“CNB”).

AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholders Agreement • May 10th, 2010 • RealD Inc. • Radio & tv broadcasting & communications equipment • California

This Amendment No. 1 to Third Amended and Restated Shareholders Agreement (this “Amendment”) is made and entered into as of October 1, 2008, by and between REAL D, a California corporation (the “Company”), and the undersigned shareholders of the Company (the “Consenting Shareholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Shareholders Agreement (as defined below).

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