Seebeyond Technology Corp Sample Contracts

COMMON STOCK
Software Technologies Corp/ • March 24th, 2000 • Services-prepackaged software • New York
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EXHIBIT A
Software Technologies Corp/ • March 24th, 2000 • Services-prepackaged software • California
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 17th, 2000 • Software Technologies Corp/ • California
INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 28th, 2005 • Seebeyond Technology Corp • Services-prepackaged software • Delaware

This Indemnification Agreement (“Agreement”) is made as of this day of , , by and between SeeBeyond Technology Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS
Indemnification Agreement • February 17th, 2000 • Software Technologies Corp/ • California
OFFICE LEASE
Office Lease • February 17th, 2000 • Software Technologies Corp/ • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG SUN MICROSYSTEMS, INC. BIG BEAR ACQUISITION CORPORATION AND SEEBEYOND TECHNOLOGY CORPORATION Dated as of June 27, 2005
Agreement and Plan of Merger • June 28th, 2005 • Seebeyond Technology Corp • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 27, 2005, by and among Sun Microsystems, Inc., a Delaware corporation (“Parent”), Big Bear Acquisition Corporation, a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), and SeeBeyond Technology Corporation, a Delaware corporation (the “Company”).

7,000,000 Shares SEEBEYOND TECHNOLOGY CORPORATION COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • January 29th, 2002 • Seebeyond Technology Corp • Services-prepackaged software • New York
1 2 GREYROCK CAPITAL LOAN AND SECURITY AGREEMENT ------------------------------ --------------------------------------------------
And Security Agreement • April 5th, 2000 • Software Technologies Corp/ • Services-prepackaged software • California
PURCHASE AGREEMENT
Purchase Agreement • December 20th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • New York

This PURCHASE AGREEMENT (this "Agreement"), dated as of December 19, 2001, is entered into by and between SeeBeyond Technology Corporation, a Delaware corporation, (the "Company"), and Acqua Wellington Private Placement Fund, Ltd., a company organized under the laws of the Commonwealth of the Bahamas (the "Purchaser"), for the purchase and sale of shares of the common stock, par value $.0001 per share (the "Common Stock"), of the Company by the Purchaser, in the manner, and upon the terms, provisions and conditions set forth in this Agreement.

SECOND AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2005 • Seebeyond Technology Corp • Services-prepackaged software

THIS SECOND AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Amendment”) dated as of August 19, 2005 is made by and between SeeBeyond Technology Corporation, a Delaware corporation (together with all successors thereto, the “Company”), and Alex Demetriades (“Executive”), an individual resident of California.

SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 9th, 2004 • Seebeyond Technology Corp • Services-prepackaged software

This Seventh Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of July 29, 2004, by and between COMERICA BANK, successor by merger to COMERICA BANK - CALIFORNIA (“Bank”) and SEEBEYOND TECHNOLOGY CORPORATION (“Borrower”).

CONSENT TO SUBLEASE AGREEMENT
Sublease Agreement • August 14th, 2002 • Seebeyond Technology Corp • Services-prepackaged software • California

THIS CONSENT TO SUBLEASE AGREEMENT (this "Agreement") is made as of , 2002 by and among THE EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII, a Government agency of the State of Hawaii ("Landlord"), SEEBEYOND, a Delaware corporation ("Tenant"), and LOOPNET, a California corporation ("Subtenant").

COMPROMISE AGREEMENT
Compromise Agreement • December 14th, 2004 • Seebeyond Technology Corp • Services-prepackaged software • England and Wales
SEEBEYOND TECHNOLOGY CORPORATION INDEMNIFICATION AGREEMENT
Technology Corporation Indemnification Agreement • February 8th, 2002 • Seebeyond Technology Corp • Services-prepackaged software • Delaware

This Indemnification Agreement ("Agreement") is made as of this «Date» by and between SeeBeyond Technology Corporation., a Delaware corporation (the "Company"), and «Name» ("Indemnitee").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • New York

This Registration Rights Agreement is made and entered into as of December 19, 2001 (this "Agreement"), by and between SeeBeyond Technology Corporation, a Delaware corporation (the "Company"), and Acqua Wellington Private Placement Fund, Ltd., company organized under the laws of the Commonwealth of the Bahamas (the "Purchaser").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 20th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • New York

This Registration Rights Agreement is made and entered into as of December 19, 2001 (this "Agreement"), by and between SeeBeyond Technology Corporation, a Delaware corporation (the "Company"), and Acqua Wellington Opportunity I Limited, company organized under the laws of the Commonwealth of the Bahamas (the "Purchaser").

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OFFICE SPACE LEASE
Office Space Lease • November 14th, 2000 • Software Technologies Corp/ • Services-prepackaged software • California
FIRST AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Employment Agreement • August 19th, 2005 • Seebeyond Technology Corp • Services-prepackaged software

THIS FIRST AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Amendment”) dated as of August 19, 2005, is made by and between SeeBeyond Technology Corporation, a Delaware corporation (together with all successors thereto, the “Company”), and Barry Plaga (“Executive”), an individual resident of California.

FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Affirmation of Security Agreement and Guaranty • March 28th, 2003 • Seebeyond Technology Corp • Services-prepackaged software

This Fourth Amendment to Loan and Security Agreement is entered into as of December 24, 2002 (the "Amendment"), by and between COMERICA BANK-CALIFORNIA ("Bank") and SEEBEYOND TECHNOLOGY CORPORATION ("Borrower").

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • California

THIS EMPLOYMENT AGREEMENT, dated as of the 1st day of August, 1998, by and between Software Technologies Corporation, a California corporation (the "Company"), and Rangaswamy Srihari, the undersigned executive (the "Executive").

Form of Change of Control Letter Agreement
Seebeyond Technology Corp • May 30th, 2003 • Services-prepackaged software

In the event of a Change of Control, fifty percent (50%) of the unvested portion of any outstanding stock options granted under SeeBeyond's stock option plan you hold shall vest and become exercisable. Change of Control is defined as a merger or consolidation of the Company (SeeBeyond) with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger of consolidation. Any transaction for the purpose of providing capital financing to SeeBeyond shall not constitute a Change of Control.

COPY FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 14th, 2003 • Seebeyond Technology Corp • Services-prepackaged software

This Fifth Amendment to Loan and Security Agreement is entered into as of March 26, 2003 (the “Amendment”), by and between COMERICA BANK-CALIFORNIA (“Bank”) and SEEBEYOND TECHNOLOGY CORPORATION (“Borrower”).

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • May 15th, 2001 • Seebeyond Technology Corp • Services-prepackaged software • California

THIS WARRANT PURCHASE AGREEMENT ("Agreement") is made as of March 16, 2001 (the "Effective Date"), by and between SeeBeyond Technology Corporation, a California corporation (the "Company"), and General Motors Corporation, a Delaware corporation ("GM").

SECOND ADDENDUM TO LEASE
Seebeyond Technology Corp • March 28th, 2003 • Services-prepackaged software

THIS SECOND AMENDMENT TO LEASE is entered as of the 25th day of October 2002, by and between FOOTHILL TECHNOLOGY CENTER LLC, (BOONE/FETTER/OCCIDENTAL I) (hereinafter referred to as the "LESSOR") and SEEBEYOND TECHNOLOGY CORPORATION (SOFTWARE TECHNOLOGIES CORPORATION) (hereinafter referred to as the "LESSEE") with reference to the following facts and circumstances:

MWB BUSINESS EXCHANGE LIMITED -to - SEEBEYOND (UK) LIMITED -and - SEEBEYOND TECHNOLOGY CORPORATION
Seebeyond Technology Corp • February 8th, 2002 • Services-prepackaged software

MWB BUSINESS EXCHANGE LIMITED (company number 3195480) whose registered office is at 179 Great Portland Street, London (the "Landlord");

FIRST ADDENDUM TO LEASE
Seebeyond Technology Corp • May 6th, 2005 • Services-prepackaged software

THIS FIRST AMENDMENT TO LEASE is entered as of the 9th day of March 2005, by and between S&F HUNTINGTON MILLENNIUM LLC (hereinafter referred to as the “LESSOR”) and SEEBEYOND TECHNOLOGIES CORP., INC. (hereinafter referred to as the “LESSEE”) with reference to the following facts and circumstances:

AMENDMENT TO THE CHANGE OF CONTROL EMPLOYMENT AGREEMENT BETWEEN ALEX DEMETRIADES AND SEEBEYOND TECHNOLOGY CORPORATION, DATED FEBRUARY 5, 2005
Employment Agreement • June 28th, 2005 • Seebeyond Technology Corp • Services-prepackaged software

This amendment (the “Amendment”) to the Change of Control Employment Agreement Between Alex Demetriades and SeeBeyond Technology Corporation, dated February 5, 2005 (the “Agreement”), is made by and between Alex Demetriades ( “Executive”) and SeeBeyond Technology Corporation, (the “Company”), as of June 27, 2005. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Agreement.

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