Interwoven Inc Sample Contracts

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EXHIBIT 1.01 ______________ Shares INTERWOVEN, INC. Common Stock, par value $0.001 per share UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • January 26th, 2000 • Interwoven Inc • Services-prepackaged software • New York
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Lease • March 15th, 2005 • Interwoven Inc • Services-prepackaged software
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Separation Agreement • July 27th, 1999 • Interwoven Inc • California
EXHIBIT 10.22 INTERWOVEN, INC. LOAN AND SECURITY AGREEMENT TABLE OF CONTENTS -----------------
Loan and Security Agreement • July 27th, 1999 • Interwoven Inc • California
NEONYOYO, INC 2000 STOCK PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • July 31st, 2000 • Interwoven Inc • Services-prepackaged software • California
AMENDED AND RESTATED FIRST AMENDMENT TO AMENDED AND RESTATED SUBLEASE
Sublease • November 8th, 2004 • Interwoven Inc • Services-prepackaged software • Delaware
R E C I T A L S ---------------
Investor Rights Agreement • September 3rd, 1999 • Interwoven Inc • Services-prepackaged software • California
AGREEMENT ---------
Intellectual Property Security Agreement • September 23rd, 1999 • Interwoven Inc • Services-prepackaged software
AMENDMENT TO SECURED PROMISSORY NOTE
Secured Promissory Note • October 7th, 1999 • Interwoven Inc • Services-prepackaged software • California
LETTERHEAD OF INTERWOVEN] Exhibit 10.24 INTERWOVEN, INC. ---------------- 1195 W. Fremont Ave., #2000 Sunnyvale, CA 94087 Telephone: (408)774-2000 Fax: (408)774-2003 STANDARD SALES AGREEMENT ------------------------ CUSTOMER: LEGAL NAME: GENERAL...
Sales Contract • October 7th, 1999 • Interwoven Inc • Services-prepackaged software • New York

This Agreement is entered into by and between "Interwoven," a California corporation and the "Customer" set forth above. In consideration of the terms and conditions contained in the Standard Terms and Conditions, the Schedules listed below and this Facing Page (collectively "Agreement") the parties agree to be bound herein.

RECITALS
Merger Agreement • July 27th, 1999 • Interwoven Inc • California
BUSINESS LOAN AGREEMENT
Business Loan Agreement • November 12th, 2003 • Interwoven Inc • Services-prepackaged software • California

THIS BUSINESS LOAN AGREEMENT dated May 31, 2002, is made and executed between Interwoven, Inc. (“Borrower”) and Washington Mutual Bank, FA (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement (“Loan”). Borrower understands and agrees that: (A) in granting, renewing or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

EXHIBIT 10.01 INTERWOVEN, INC. INDEMNITY AGREEMENT
Indemnification & Liability • July 27th, 1999 • Interwoven Inc • Delaware
Peninsula Regional Commercial Banking P.O. Box 150 Palo Alto, CA 94302 650 855-7662 August 2, 2001 650 328-0814 Fax
Letter Amendment • August 14th, 2001 • Interwoven Inc • Services-prepackaged software • California
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iMANAGE, INC. IMMEDIATELY EXERCISABLE NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • November 19th, 2003 • Interwoven Inc • Services-prepackaged software • California

THIS IMMEDIATELY EXERCISABLE NONSTATUTORY STOCK OPTION AGREEMENT (the “Option Agreement”) is made and entered into as of the Date of Option Grant by and between iManage, Inc. and Joseph Campbell (the “Optionee”).

AGREEMENT AND PLAN OF MERGER by and among AUTONOMY CORPORATION PLC, MILAN ACQUISITION CORP. and INTERWOVEN, INC. Dated as of January 22, 2009
Merger Agreement • January 22nd, 2009 • Interwoven Inc • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 22, 2009, is by and among Autonomy Corporation plc, a corporation formed under the laws of England and Wales (“Parent”), Milan Acquisition Corp., a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of Parent (“Merger Sub”), and Interwoven, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG INTERWOVEN, INC., MAHOGANY ACQUISITION CORPORATION AND iMANAGE, INC. AUGUST 6, 2003
Merger Agreement • August 8th, 2003 • Interwoven Inc • Services-prepackaged software • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 6, 2003, among Interwoven, Inc., a Delaware corporation (“Parent”), Mahogany Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and iManage, Inc., a Delaware corporation (“Company”).

Agreement and Plan of Merger By and Among Interwoven, Inc., Presidio Acquisition Corp., Discovery Mining, Inc. and Charles R. Work, as Representative July 23, 2008
Merger Agreement • July 25th, 2008 • Interwoven Inc • Services-prepackaged software • California

This Agreement and Plan of Merger (this “Agreement”) is entered into as of July 23, 2008 (the “Agreement Date”) by and among Interwoven, Inc., a Delaware corporation (“Acquirer”), Presidio Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Acquirer (“Sub”), Discovery Mining, Inc., a Delaware corporation (“Company”), and Charles R. Work, as representative of the Company Securityholders (the “Representative”).

VOTING AGREEMENT
Voting Agreement • June 6th, 2003 • Interwoven Inc • Services-prepackaged software • Delaware

This VOTING AGREEMENT (the “Agreement”) is made and entered into as of May 30, 2003, between Interwoven, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of MediaBin, Inc., a Georgia corporation (“Company”).

iMANAGE, INC. STOCK OPTION GRANT AGREEMENT
Stock Option Grant Agreement • November 19th, 2003 • Interwoven Inc • Services-prepackaged software • California

«FirstName» «LastName» (the “Optionee”) has been granted an option (the “Option”) to purchase shares of the Common Stock of iManage, Inc. (the “Company”) pursuant to this Stock Option Grant Agreement, the Company’s Amended 1997 Stock Option Plan (the “Plan”) and a standard form of the Terms of Stock Option Agreement (the “Option Agreement”), the provisions of which are incorporated herein by reference. The following terms shall have their respective meanings as set forth below or in the Plan.

FIRST AMENDMENT TO LEASE
Lease • December 14th, 2007 • Interwoven Inc • Services-prepackaged software

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of January 12, 2007, by and between SILICON VALLEY CA-I, LLC, a Delaware Limited liability company (“Landlord”), and INTERWOVEN, INC., a Delaware corporation (“Tenant”).

REGIONAL PROTOTYPE PROFIT SHARING PLAN AND TRUST/CUSTODIAL ACCOUNT STANDARD PLAN ADOPTION AGREEMENT AA #001
Regional Prototype Profit Sharing Plan and Trust/Custodial Account Standard Plan Adoption Agreement • July 27th, 1999 • Interwoven Inc
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Confidential Separation Agreement and Release • July 27th, 1999 • Interwoven Inc • California
ASSUMPTION AGREEMENT
Assumption Agreement • March 15th, 2004 • Interwoven Inc • Services-prepackaged software • California

This Assumption Agreement (this “Agreement”), dated as of November 17, 2003, is entered into between Silicon Valley Bank (“Bank”) and Interwoven, Inc., a Delaware corporation (“Interwoven”) with reference to the following facts:

RESIGNATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Resignation Agreement • November 7th, 2008 • Interwoven Inc • Services-prepackaged software
Employment Arrangement
Employment Agreement • August 13th, 2003 • Interwoven Inc • Services-prepackaged software

In June 2003, Interwoven, Inc. and Martin Brauns agreed to the terms of Mr. Brauns’ employment as Interwoven, Inc.’s Chairman, President and Chief Executive Officer. Under the agreed upon arrangement, Mr. Brauns will receive an initial annual salary of $350,000 and will be eligible to receive a discretionary bonus that is targeted at $300,000 for 2003. The terms of Mr. Brauns’ February 1998 employment agreement (filed as Exhibit 10.11 to the 2002 Annual Report on Form 10-K), will continue to apply, other than those terms related to equity and equity-related matters and those terms that no longer apply because Interwoven is a public company. Applicable terms include termination benefits.

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