EXHIBIT 9
[Letterhead of The Xxxx Disney Company/Xxxxxx X. Xxxxxx]
July 14, 1998
Xx. Xxxxxx X. Xxxxxx
c/o Infoseek Corporation
0000 Xxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxxx 00000
Re: Right of First Offer
Dear Xxxxxx:
I refer to the Agreement and Plan of Reorganization of even date herewith
(the "Merger Agreement") among Infoseek Corporation, Disney Enterprises, Inc.,
and Starwave Corporation, together with the related transactions entered into
concurrently therewith. As used in this letter, "Infoseek" refers to Infoseek
Corporation, a Delaware corporation, and your "Shares" refer to all shares of
the common stock of Infoseek beneficially owned by you (or by any trust of which
you are the trustee) as of the Effective Time of the Merger (as defined in the
Merger Agreement) or acquired by you (or by any trust of which you are the
trustee) at any time thereafter.
The Xxxx Disney Company ("TWDC") and you have reached the following
agreement with respect to your Shares:
In the event that, at any time following the Effective Time and prior to
the fourth anniversary of the Effective Time, you elect to sell, in a single
transaction or a series of related transactions, Shares with an aggregate value
of $1,000,000 or more (based on the price offered to you for such Shares) (the
"Sale Shares"), then you will first offer to sell the Sale Shares to TWDC, and
TWDC will have the right to purchase all (but not less than all) of the Sale
Shares, subject to the following:
(i) Your offer will be made orally to the undersigned or, in his absence,
to TWDC's Chief of Corporate Operations, Xxxxxxx Xxxxxxx, or, in his
absence, to TWDC's Chief Strategic Officer, Xxxxx Xxxxxx, and will be
confirmed in writing by facsimile./1/ Your offer will include the
number of Sale Shares and the price offered to you for the Sale
Shares (the "Offer Price").
(ii) If the Offer Price is less than $10,000,000, TWDC will have two hours
from receipt of the facsimile confirmation to accept or reject the
offer. If the Offer Price is $10,000,000 or more, then you will make
the offer no
__________________________
/1/ The facsimile number for Xx. Xxxxxx and Xx. Xxxxxx is (000) 000-0000 and for
Xx. Xxxxxxx, (000) 000-0000.
Xx. Xxxxxx X. Xxxxxx
July 14, 1998
Page 2
later than one hour prior to the closing of Nasdaq (or other
securities exchange on which the Company's Common Stock is traded),
and TWDC may accept or reject the offer at any time up to the
opening of Nasdaq (or such other securities market) on the next
trading day. TWDC will accept or reject your offer orally, with
written facsimile confirmation (to fax # 000-000-0000). TWDC's
failure to respond within the permitted time will be deemed a
rejection of your offer.
(iii) If TWDC accepts your offer, the closing of the sale will be held on
the third business day following TWDC's acceptance or, if later, on
the third business day following compliance with all requirements
of applicable antitrust or securities laws.
(iv) The purchase price for the Sale Shares will be the Offer Price and
will be paid in cash by wire transfer to an account designated by
you. To the extent the original offer includes non-cash
consideration, you and TWDC will either mutually agree on the fair
market value of the non-cash consideration or, if unable to agree,
will refer such determination to one or more investment banking
firms in the manner set forth in the definition of "Fair Market
Value" in the Governance Agreement of even date herewith (the
"Governance Agreement"), and TWDC and you will split the costs of
such investment banking firm(s). TWDC will pay cash equal to the
fair market value of any non-cash consideration.
(v) Upon TWDC's payment of the purchase price, you will deliver one or
more certificates representing the Sale Shares, duly endorsed for
transfer or accompanied by duly executed stock powers, free and
clear of any liens and encumbrances, other than those created by or
through TWDC.
TWDC agrees that the foregoing provisions will not apply to any transfer of
Shares by you to any immediate family member, to a trust established by you for
the benefit of your immediate family, as a charitable contribution, or pursuant
to a Purchaser Tender Offer (as defined in the Governance Agreement), provided
that the transferee of such Shares agrees in writing to be bound by the terms of
this letter agreement.
You represent that you have authority to enter into this letter agreement
and that it does not conflict with any other agreement, obligation, arrangement,
law, judgment or order applicable to you or to the Shares. You agree that this
letter agreement will be
Xx. Xxxxxx X. Xxxxxx
July 14, 1998
Page 2
binding upon you and your successors and assigns and that it will be governed by
California law.
If the transactions contemplated by the Merger Agreement are not
consummated, this letter agreement will terminate upon termination of the Merger
Agreement.
If you agree with the foregoing, please so indicate by signing this letter
in the place provided below. Thank you.
Sincerely,
THE XXXX DISNEY COMPANY
By:/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Chief Financial Officer
Accepted and agreed as of the date first set forth above:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
