ORACLE CORPORATION Debt Securities Underwriting Agreement Standard ProvisionsUnderwriting Agreement • March 15th, 2024 • Oracle Corp • Services-prepackaged software • New York
From time to time, Oracle Corporation, a Delaware corporation (the “Company”), may enter into one or more underwriting agreements in the form of Annex A hereto that incorporate by reference these Standard Provisions (collectively with these Standard Provisions, an “Underwriting Agreement”) that provide for the sale of the securities designated in such Underwriting Agreement (the “Securities”) to the several Underwriters named therein (the “Underwriters”), for whom the Underwriter(s) named therein shall act as representative (the “Representative”). The Underwriting Agreement, including these Standard Provisions, is sometimes referred to herein as this “Agreement.” The Securities will be issued pursuant to an Indenture dated as of January 13, 2006 (the “Base Indenture”) by and among the Company (formerly known as Ozark Holding Inc.), Oracle Systems Corporation (formerly known as Oracle Corporation) and Citibank, N.A., as amended by the First Supplemental Indenture dated as of May 9, 2007
AGREEMENT AND PLAN OF MERGER dated as of June 22, 2014 among MICROS SYSTEMS, INC., OC ACQUISITION LLC, ROCKET ACQUISITION CORPORATION and ORACLE CORPORATIONAgreement and Plan of Merger • July 3rd, 2014 • Oracle Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 22, 2014, among MICROS Systems, Inc., a Maryland corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Rocket Acquisition Corporation, a Maryland corporation and a direct or indirect wholly-owned subsidiary of Parent or Ultimate Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party solely with respect to performance of its obligations set forth in Section 3.06, Section 10.07, Section 10.08 and Section 10.15.
AGREEMENT AND PLAN OF MERGER dated as of July 28, 2016 among NETSUITE INC., OC ACQUISITION LLC, NAPA ACQUISITION CORPORATION and ORACLE CORPORATIONAgreement and Plan of Merger • August 1st, 2016 • Oracle Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of July 28, 2016 among NetSuite Inc., a Delaware corporation (the “Company”), OC Acquisition LLC, a Delaware limited liability company (“Parent”), and Napa Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”). Oracle Corporation, a Delaware corporation (“Ultimate Parent”), is a party solely with respect to the performance of its obligations set forth in Section 3.06, Section 10.07, Section 10.08 and Section 10.15.
INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2011 • Oracle Corp • Services-prepackaged software • Delaware
This Indemnity Agreement, effective as of , is made by and between Oracle Corporation, a Delaware corporation with executive offices located at 500 Oracle Parkway, Redwood Shores, California, 94065 (the “Company”), and , [Title] of the Company residing at (the “Indemnitee”).
STACKENGINE, INC. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • December 18th, 2015 • Oracle Corp • Services-prepackaged software • Texas
This Restricted Stock Purchase Agreement (the “Agreement”) is made as of , 2014 by and between StackEngine, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”).
AGREEMENT AND PLAN OF MERGER dated as of November 2, 2006 among STELLENT, INC. ORACLE SYSTEMS CORPORATION and STAR ACQUISITION CORP.Agreement and Plan of Merger • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of November 2, 2006 among Stellent, Inc., a Minnesota corporation (the “Company”), Oracle Systems Corporation, a Delaware corporation (“Parent”), and Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • April 21st, 2006 • Oracle Corp • Services-prepackaged software • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2006 by and between Oracle Systems Corporation, a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Portal Software, Inc., a Delaware corporation (the “Company”).
ORACLE CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A. Rights Agent PREFERRED SHARES RIGHTS AGREEMENT Dated as of January 31, 2006Preferred Shares Rights Agreement • February 6th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
This Preferred Shares Rights Agreement (this “Agreement”), dated as of January 31, 2006, is made between Oracle Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
April 11, 2006 Bhaskar Gorti Portal Re: Post Closing Employee Payment and Retention Agreement Dear Mr. Gorti:Oracle Corp • April 25th, 2006 • Services-prepackaged software
As you may know, Potter Acquisition Corporation, a subsidiary of Oracle Systems Corporation, and Portal Software, Inc. (“Portal”) are contemplating entering into an Agreement and Plan of Merger, as amended, restated or supplemented from time to time (the “Merger Agreement”), pursuant to which, upon the satisfaction or waiver of the closing conditions described in the Merger Agreement, Potter Acquisition Corporation will merge with and into Portal, and Portal will become an indirect, wholly-owned subsidiary of Oracle Systems Corporation (the “Merger”). Oracle Systems Corporation and its subsidiaries and affiliates (collectively referred to herein as “Oracle”) view your contribution to the integration of these combined companies’ operations as extremely important. Your agreement to continue providing services to the combined companies will be of significant value to our integration effort. Under this agreement (this “Retention Agreement”), subject to and contingent upon the consummation
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 27th, 2016 • Oracle Corp • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of July 28, 2016 (this “Agreement”), among OC Acquisition LLC, a Delaware limited liability company (“Parent”), Napa Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
AGREEMENT AND PLAN OF MERGER dated as of February 28, 2007 among HYPERION SOLUTIONS CORPORATION ORACLE CORPORATION and HOTROD ACQUISITION CORPORATIONAgreement and Plan of Merger • March 6th, 2007 • Oracle Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 28, 2007 among Hyperion Solutions Corporation, a Delaware corporation (the “Company”), Oracle Corporation, a Delaware corporation (“Parent”), and Hotrod Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
OPOWER, INC.The Merger Agreement • May 16th, 2016 • Oracle Corp • Services-prepackaged software
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of May 1, 2016 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Parent, Purchaser, and (solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company upon the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation (the “Surviving Corporation”) and becoming an indirect, wholly owned subsidiary of Oracle (the “Merger”). In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than (i) Shares held by the Company as treasury stock, by any subsidiary of the Company or by Oracle, Parent, Purchaser or any of their respective subsidiaries, or (ii) Shares
VOTING AGREEMENTVoting Agreement • April 21st, 2009 • Oracle Corp • Services-prepackaged software • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of April 19, 2009, is entered into by and between the individual listed as “Stockholder” on the signature pages hereof (“Stockholder”) and Oracle Corporation, a Delaware corporation (“Parent”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • May 10th, 2016 • Oracle Corp • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT, dated as of April 28, 2016 (this “Agreement”), among OC Acquisition LLC, a Delaware limited liability company (“Parent”), Tulip Acquisition Corporation, a Delaware corporation (“Merger Subsidiary”), and the Person listed as “Stockholder” on the signature page hereto (“Stockholder”).
AGREEMENTAgreement • December 28th, 2005 • Ozark Holding Inc. • Services-prepackaged software • Delaware
AGREEMENT dated as of September 12, 2005, between Oracle Corporation, a Delaware corporation (“Oracle”), Thomas Siebel (“Chairman Stockholder”) and the other Persons listed on signature pages hereof (Chairman Stockholder and each of the other persons, a “Stockholder” and, collectively, the “Stockholders”).
U.S. $2,000,000,000 364-DAY REVOLVING CREDIT AGREEMENT Dated as of March 18, 2008 Among ORACLE CORPORATION as the Borrower, THE LENDERS NAMED HEREIN as the Initial Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent and BANK OF...Day Revolving Credit Agreement • March 21st, 2008 • Oracle Corp • Services-prepackaged software • New York
Oracle Corporation, a Delaware corporation (the “Borrower”), and the banks, financial institutions, other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, Wachovia Bank, National Association (“Wachovia”) as administrative agent (in such capacity, the “Agent”), Bank of America, N.A. (“Bank of America”), as syndication agent, and ABN Amro Bank, N.V., BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Citicorp USA, Inc., Mizuho Corporate Bank, Ltd. and Morgan Stanley Bank, as documentation agents, Banc of America Securities LLC, as a joint lead arranger and Wachovia Capital Markets, LLC, as a joint lead arranger and sole bookrunner, agree as follows:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER by and among ORACLE SYSTEMS CORPORATION, POTTER ACQUISITION CORPORATION And PORTAL SOFTWARE, INC. Dated as of June 13, 2006Agreement and Plan of Merger • June 13th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
This AMENDMENT NO. 1 (this “Amendment”) dated as of June 13, 2006 by and among Oracle Systems Corporation, a Delaware corporation (“Parent”), Potter Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Portal Software, Inc., a Delaware corporation (the “Company”), amends certain provisions of the Agreement and Plan of Merger dated as of April 11, 2006 by and among Parent, Merger Sub and the Company (the “Merger Agreement”). Any capitalized term that is used but not otherwise defined in this Amendment shall have the meaning given to that term in the Merger Agreement.
ORACLE CORPORATION STOCK OPTION AGREEMENT AMENDED AND RESTATED 2000 LONG-TERM EQUITY INCENTIVE PLAN FOR U.S. EXECUTIVE VICE PRESIDENTS AND SECTION 16 OFFICERSStock Option Agreement • September 18th, 2017 • Oracle Corp • Services-prepackaged software
CONFIDENTIAL DISCLOSURE AGREEMENT FOR STRATEGIC MATTERSConfidential Disclosure Agreement • March 9th, 2007 • Oracle Corp • Services-prepackaged software • California
This Confidential Disclosure Agreement (“Agreement”) is entered into as of the effective date listed below (“Effective Date”) by Oracle Corporation (“Oracle”) located at 500 Oracle Parkway, Redwood City, California 94065 and the company designated below (“Company”).
U.S. $2,000,000,000 364-DAY REVOLVING CREDIT AGREEMENT Dated as of March 17, 2009 Among ORACLE CORPORATION as the Borrower, THE LENDERS NAMED HEREIN as the Initial Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent and BNP PARIBAS...Day Revolving Credit Agreement • March 23rd, 2009 • Oracle Corp • Services-prepackaged software • New York
Oracle Corporation, a Delaware corporation (the “Borrower”), and the banks, financial institutions, other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, Wachovia Bank, National Association (“Wachovia”) as administrative agent (in such capacity, the “Agent”), BNP Paribas (“BNP”), as syndication agent, and Bank of America, N.A., Citicorp USA, Inc., The Bank of Tokyo-Mitsubishi UFJ, Ltd. and The Royal Bank of Scotland plc, as documentation agents, and Wachovia Capital Markets, LLC and BNP Paribas Securities Corp., as joint lead arrangers and joint bookrunners, agree as follows:
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 6th, 2007 • Oracle Corp • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of February 28, 2007 among Oracle Corporation, a Delaware corporation (“Parent”), Hotrod Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and each individual listed on Annex I (each, a “Shareholder”), each an owner of shares of common stock of Hyperion Solutions Corporation, a Delaware corporation (the “Company”).
SERVICE PROVIDER AGREEMENTService Provider Agreement • December 13th, 2019 • Oracle Corp • Services-prepackaged software
This Services Provider Agreement (“Agreement”) is made by and between Oracle America, Inc., a Delaware corporation located at 500 Oracle Parkway, Redwood City, CA 94065, its parent, direct and indirect subsidiaries and affiliates in place as of the date of this Agreement as well as those that succeed to the interest thereof during the term of the Agreement ("Oracle") and the Provider listed above ("Provider") for the purpose of setting forth the terms by which Oracle shall retain Provider to provide services to Oracle.
Dated [ ] EMI OPTION AGREEMENTEmi Option Agreement • June 22nd, 2018 • Oracle Corp • Services-prepackaged software
Joint Filing AgreementJoint Filing Agreement • May 10th, 2016 • Oracle Corp • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.001 per share, of Textura Corporation, a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 10th day of May, 2016.
Joint Filing AgreementJoint Filing Agreement • May 12th, 2016 • Oracle Corp • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.000005 per share, of Opower, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 12th day of May, 2016.
ORACLE CORPORATION AMENDED AND RESTATED PERFORMANCE-BASED STOCK UNIT AWARD AGREEMENTPerformance-Based Stock Unit Award Agreement • September 23rd, 2014 • Oracle Corp • Services-prepackaged software • Delaware
EMPLOYMENT AGREEMENT concluded between ORACLE Software (Switzerland) Ltd Liab Co Oracle House Täfernstrasse 4 CH — 5405 Baden-Dättwil AG (hereinafter referred to as the “Company”) AND Mr. Loic LE GUISQUET [Address] (hereinafter referred to as the...Employment Agreement • March 23rd, 2009 • Oracle Corp • Services-prepackaged software
Your starting date in Geneva will be approximately 15 November 1999. This is conditional upon our receiving your work/residence permit from the Swiss Authorities.
U.S. $3,000,000,000 5-YEAR REVOLVING CREDIT AGREEMENT Dated as of March 15, 2006 Among ORACLE CORPORATION as the Borrower, THE LENDERS NAMED HEREIN as the Initial Lenders and WACHOVIA BANK, NATIONAL ASSOCIATION as Administrative Agent and BANK OF...Year Revolving Credit Agreement • March 21st, 2006 • Oracle Corp • Services-prepackaged software • New York
Oracle Corporation, a Delaware corporation (the “Borrower”), and the banks, financial institutions, other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, Wachovia Bank, National Association (“Wachovia”) as Administrative Agent (in such capacity, the “Agent”), Bank of America, N.A. (“Bank of America”), as Syndication Agent (in such capacity, the “Syndication Agent”) and ABN Amro Bank, N.V., BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Mizuho Corporate Bank, Ltd. and Morgan Stanley Bank, as documentation agents (in such capacity, the “Documentation Agents”) and Wachovia Capital Markets LLC and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2011 • Oracle Corp • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT dated July 19, 2010 (the “Agreement”) is entered into by and among Oracle Corporation, a Delaware corporation (the “Company”) and Banc of America Securities LLC (“BofA”), BNP Paribas Securities Corp. (“BNP Paribas”) and J.P. Morgan Securities Inc. (“JPMorgan”) as representatives (the “Representatives”) of the several Initial Purchasers listed in Schedule 1 to the Purchase Agreement dated July 19, 2010 (the “Purchase Agreement”) (the “Initial Purchasers”).
ORACLE CORPORATION AMENDED AND RESTATED PERFORMANCE-BASED STOCK OPTION AGREEMENT FOR NAMED EXECUTIVE OFFICERSOption Agreement • September 18th, 2017 • Oracle Corp • Services-prepackaged software
STACKENGINE, INC.2014 Equity Incentive Plan • December 18th, 2015 • Oracle Corp • Services-prepackaged software • Texas
THIS AGREEMENT is made between (the “Purchaser”) and StackEngine, Inc. (the “Company”) or its assignees of rights hereunder as of , .
ESCROW AGREEMENTEscrow Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
ESCROW AGREEMENT (this “Agreement”) dated as of November 2, 2006 among Oracle Systems Corporation, a Delaware corporation (“Parent”), Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), each individual listed on Annex I (each, a “Shareholder”), each an owner of Company Common Stock of Stellent, Inc., a Minnesota corporation (the “Company”), and Citigroup Global Markets Inc. (the “Escrow Agent”).
ISSUING AND PAYING AGENCY AGREEMENTIssuing and Paying Agency Agreement • February 9th, 2006 • Oracle Corp • Services-prepackaged software • New York
Whereas, Oracle Systems Corporation (f/k/a Oracle Corporation) and the JP Morgan Chase Bank, National Association (“JP Morgan”) entered into a Issuing and Paying Agency Agreement dated as of March 23, 2005 (the “Original Agreement”) in connection with the establishment of a commercial paper program by Oracle Systems Corporation;
Joint Filing AgreementJoint Filing Agreement • August 12th, 2016 • Oracle Corp • Services-prepackaged software
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of NetSuite Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 12th day of August, 2016.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 9th, 2006 • Oracle Corp • Services-prepackaged software • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of November 2, 2006 between Oracle Systems Corporation, a Delaware corporation (“Parent”), Star Acquisition Corp., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and each individual listed on Annex I (each, a “Shareholder”), each an owner of Company Common Stock of Stellent, Inc., a Minnesota corporation (the “Company”).
