Ariba Inc Sample Contracts

R E C I T A L S ---------------
Stock Purchase Agreement • February 14th, 2002 • Ariba Inc • Services-prepackaged software • California
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Among ARIBA, INC.
Merger Agreement • January 25th, 2000 • Ariba Inc • Services-prepackaged software • California
RECITALS
Agreement and Plan of Reorganization • March 21st, 2000 • Ariba Inc • Services-prepackaged software • California
ARIBA, INC. CLASS D
Common Stock Purchase Warrant • May 15th, 2000 • Ariba Inc • Services-prepackaged software • Delaware
NIHON ARIBA K.K.
Stock Purchase Agreement • February 14th, 2001 • Ariba Inc • Services-prepackaged software • California
BY AND AMONG
Shareholders Agreement • February 14th, 2002 • Ariba Inc • Services-prepackaged software • California
BY AND AMONG ARIBA, INC.
Merger Agreement • September 12th, 2000 • Ariba Inc • Services-prepackaged software • California
SUBLEASE
Sublease • April 23rd, 1999 • Ariba Inc • California
APRIL 17, 1998 TABLE OF CONTENTS
Investors' Rights Agreement • April 23rd, 1999 • Ariba Inc • Delaware
SHARES ARIBA, INC. COMMON STOCK, $0.002 PAR VALUE
Underwriting Agreement • April 23rd, 1999 • Ariba Inc • New York
BY AND AMONG ARIBA, INC.
Merger Agreement • March 21st, 2000 • Ariba Inc • Services-prepackaged software • California
ARIBA, INC. REGISTRATION RIGHTS AGREEMENT JANUARY 1, 2000
Registration Rights Agreement • May 15th, 2000 • Ariba Inc • Services-prepackaged software • Delaware
ARIBA, INC. CLASS A
Warrant Agreement • May 15th, 2000 • Ariba Inc • Services-prepackaged software • Delaware
WITNESSETH :
Voting Agreement • February 8th, 2001 • Ariba Inc • Services-prepackaged software • Delaware
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AGREEMENT AND PLAN OF MERGER by and among ARIBA, INC., SAP AMERICA, INC. and ANGEL EXPANSION CORPORATION Dated as of May 22, 2012
Merger Agreement • May 22nd, 2012 • Ariba Inc • Services-prepackaged software

This AGREEMENT AND PLAN OF MERGER, dated as of May 22, 2012 (this “Agreement”), is by and among SAP America, Inc., a Delaware corporation (“Parent”), Angel Expansion Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Ariba, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.04 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

SEVERANCE AGREEMENT
Severance Agreement • February 9th, 2005 • Ariba Inc • Services-prepackaged software • California

THIS AGREEMENT is entered into as of November 4, 2004, by and between MICHAEL SCHMITT(the “Employee”) and ARIBA, INC., a Delaware corporation (including any successor that becomes bound by this Agreement, the “Company”).

WITNESSETH:
Stock Option Agreement • February 8th, 2001 • Ariba Inc • Services-prepackaged software • Delaware
LOAN AGREEMENT
Loan Agreement • December 31st, 2001 • Ariba Inc • Services-prepackaged software • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 19th, 2008 • Ariba Inc • Services-prepackaged software • California

THIS AMENDED AND RESTATED AGREEMENT is entered into as of August 15, 2008, by and between KENT L. PARKER (the “Employee”) and ARIBA, INC., a Delaware corporation (the “Company”). It supersedes the Employment Agreement dated January 23, 2004, between the Employee and the Company.

INDUSTRIAL COMPLEX LEASE (California)
Industrial Complex Lease • April 23rd, 1999 • Ariba Inc • California
WITNESSETH:
Warrant Termination Agreement • February 14th, 2001 • Ariba Inc • Services-prepackaged software • Delaware
EFFECTIVE DATE]
Agreement and Plan of Merger and Reorganization • May 14th, 2004 • Ariba Inc • Services-prepackaged software

This opinion is being delivered to you pursuant to Section 7.02(c) of the Agreement and Plan of Merger and Reorganization (the “Agreement”) dated as of January 23, 2004, among Ariba, Inc., a Delaware corporation (“Ariba”), Fleet Merger Corporation, a Delaware corporation wholly-owned by Ariba (“Merger Sub”) and FreeMarkets, Inc., a Delaware corporation (“FreeMarkets”). Pursuant to the Agreement, (i) Merger Sub will merge with and into FreeMarkets, and FreeMarkets will be the surviving entity (the “Reverse Merger”), and (ii) immediately after, FreeMarkets will merge with and into Ariba, and Ariba will be the surviving entity (the “Second Step Merger,” and collectively with the Reverse Merger, the “Merger”).

LEASE AGREEMENT BETWEEN W2005 RPS REALTY, L.L.C., AS LANDLORD, AND ARIBA, INC., AS TENANT DATED JANUARY 6, 2011 SUNNYVALE, CALIFORNIA
Lease Agreement • May 6th, 2011 • Ariba Inc • Services-prepackaged software • California

This Lease Agreement (this “Lease”) is entered into as of January 6, 2011, between W2005 RPS REALTY, L.L.C., a Delaware limited liability company (“Landlord”), and ARIBA, INC., a Delaware corporation (“Tenant”).

RELEASE, REIMBURSEMENT AND PAYMENT AGREEMENT
Release, Reimbursement and Payment Agreement • May 14th, 2004 • Ariba Inc • Services-prepackaged software • California

This Release, Reimbursement and Payment Agreement (the “Agreement”) is made as of December 10, 2001 (the “Effective Date”) by and among Ariba, Inc. (“Ariba”), Nihon Ariba K.K. (“Nihon Ariba”), SOFTBANK Corp. (“Softbank”), and SOFTBANK EC Holdings Corp., which is previously known as SOFTBANK E-Commerce Corp. (“Softbank ECH”) (collectively, the “Parties”). Capitalized terms used and not otherwise defined herein shall have meanings set forth in the Amended Agreements (as defined below).

SETTLEMENT AGREEMENT
Settlement Agreement • February 9th, 2005 • Ariba Inc • Services-prepackaged software • California

This Settlement Agreement (“Settlement Agreement”) is made and entered into as of the Effective Date (as defined in Section 1(a)(iv) below) by and between SOFTBANK Corp., a Japanese corporation (“SOFTBANK Parent”), on behalf of itself and all its related entities (collectively “SOFTBANK” as defined in Section 1(a)(i) below) on the one hand, and Ariba, Inc., a Delaware corporation, on behalf of itself and all its related entities (collectively “Ariba” as defined in Section 1(a)(ii) below) on the other hand.

EXHIBIT A FORM OF COMPANY VOTING AGREEMENT
Voting Agreement • February 2nd, 2004 • Ariba Inc • Services-prepackaged software • Delaware

VOTING AGREEMENT, dated as of January 23, 2004 (this “Agreement”), between Ariba, Inc., a Delaware corporation (“Parent”), and (“Stockholder”), a stockholder of FreeMarkets, Inc., a Delaware corporation (the ”Company”).

ASSET PURCHASE AND SALE AGREEMENT BY AND BETWEEN ARIBA, INC. and ACCENTURE LLP and ACCENTURE GLOBAL SERVICES LIMITED October 5, 2010
Asset Purchase and Sale Agreement • November 23rd, 2010 • Ariba Inc • Services-prepackaged software • Delaware

This ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”) is entered into as of October 5, 2010 by and among Ariba, Inc., a Delaware corporation (“Seller”), Accenture LLP, an Illinois general partnership registered as a limited liability partnership (“U.S. Buyer”) and Accenture Global Services Limited, a private company with limited liability incorporated in Ireland (“IP Buyer” and together with U.S. Buyer, “Buyers”). Seller, U.S. Buyer and IP Buyer are sometimes referred to herein individually as a “Party” and together as the “Parties”. As used in this Agreement, the terms set forth in Article X will have the respective meanings set forth therein and other terms used in this Agreement are defined in the context in which they are used and will have the meanings therein indicated.

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