EXHIBIT 10.1
EXECUTION COPY
NOTE PURCHASE AND SECURITY AGREEMENT
THIS NOTE PURCHASE AND SECURITY AGREEMENT (this "Agreement") is dated
as of June 25, 2002 and is made by and between Princeton Video Image, Inc., a
Delaware corporation (the "Seller"), and PVI Holding, LLC, a Delaware limited
liability company (the "Purchaser").
1. Definitions. All capitalized terms used in this Agreement shall have
the meanings assigned to them elsewhere in this Agreement or as specified below:
"Agreement" shall have the meaning set forth in the opening
paragraph hereof.
"Amended and Restated Joint Collaboration and License
Agreement" shall have the meaning set forth in Section 2.4(d).
"Amended and Restated License" shall have the meaning set
forth in Section 2.4(c).
"Amended and Restated Warrant Certificate" shall have the
meaning set forth in Section 2.4(k).
"Cablevision" shall mean the Purchaser's parent corporation,
Cablevision Systems Corporation.
"Closing" shall mean the closing of the sale to, and purchase
by, the Purchaser of the Convertible Note.
"Code" shall have the meaning set forth in Section 4.12.
"Collateral" shall mean all of the assets, rights and other
property of the Seller, now existing or hereafter acquired, including, without
limitation, the assets, rights and other property described in Schedule A
attached hereto.
"Convertible Debt" shall mean the outstanding principal and
accrued interest due under the Convertible Note, including any renewals and
extensions thereof.
"Convertible Note" shall mean the promissory note executed and
delivered by the Seller in the form attached hereto as Annex A.
"Event of Default" shall have the meaning ascribed to it in
the Convertible Note.
"Escrow Agreement" shall have the meaning set forth in section
2.4(f).
"iPoint License Agreement" shall have the meaning set forth in
Section 2.4(e).
"Joint Collaboration and License Agreement" shall mean the
Joint Collaboration and License Agreement between the Seller and Cablevision
dated September 20, 2001.
"License" shall mean the L-VIS System License Agreement
between the Seller and Cablevision dated February 4, 2001.
"Material Adverse Effect" shall mean, when used in connection
with the Seller and its Subsidiaries (as defined below), any change or effect
that, individually or in the aggregate with all other such changes or effects,
would have a material adverse effect on the financial condition, properties,
business, prospects or results of operations of the Seller and its Subsidiaries
taken as a whole or materially impair the ability of the Seller to perform its
obligations under this Agreement.
"Option Agreement" shall have the meaning set forth in Section
2.4(g).
"Ordinary Course of Business" shall have the meaning set forth
in Section 5.1.
"Person" shall mean and include an individual, a corporation,
a partnership, a trust, an incorporated organization, a limited liability
company, a joint stock corporation, a joint venture, a government or any
department, agency or political subdivision thereof and any other entity.
"Purchase Price" shall have the meaning set forth in Section
2.2.
"Purchaser" shall have the meaning set forth in the opening
paragraph hereof.
"PVI Europe Shareholders Agreement" shall have the meaning set
forth in Section 4.4(d).
"Reorganization Agreement" shall have the meaning set forth in
Section 4.4(d).
"Revolution Company Operating Agreement" shall have the
meaning set forth in Section 4.27(a)(ii).
"Secured Obligations" shall have the meaning set forth in
Section 3.1.
"Securities Act" shall mean the Securities Act of 1933, as
amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect from time to time.
"Seller" shall have the meaning set forth in the opening
paragraph hereof.
"Seller's Board" shall have the meaning set forth in Section
2.4(m).
"Shares" shall have the meanings set forth in Section 4.5.
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"Stock Purchase Agreement" shall have the meaning set forth in
Section 4.6.
"Subsidiary" and "Subsidiaries" shall mean an entity or
entities in which the Seller owns or controls, directly or indirectly, the
majority of voting power.
"Transaction Documents" shall mean this Agreement, the
Convertible Note, the Amended and Restated License, the Amended and Restated
Joint Collaboration and License Agreement, the Amended and Restated Warrant
Certificate, the Escrow Agreement, the Option Agreement, and any other agreement
or instrument to be entered into in connection with the transactions
contemplated by this Agreement and said other agreements.
"Transfer Restrictions" shall have the meaning set forth on
Schedule A hereto.
"UCC" shall have the meaning set forth in Section 6.1.
"Warrant Certificate" shall mean the Warrant Certificate dated
as of September 20, 2001 issued by the Seller to the Purchaser.
2. Sale and Purchase of Note.
2.1. Agreement to Purchase and Sell. Upon the terms and
subject to the conditions set forth in this Agreement and upon the
representations and warranties made herein, the Seller is hereby selling to the
Purchaser, and the Purchaser is hereby purchasing from the Seller, the
Convertible Note.
2.2. Purchase Price. The purchase price for the Convertible
Note is $5,000,000 (the "Purchase Price").
2.3. Closing. The Closing is occurring simultaneously with the
execution of this Agreement at the offices of Smith, Stratton, Wise, Xxxxx &
Xxxxxxx, LLP, 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000 on the date
hereof.
2.4. Closing Actions. At the Closing,
(a) the Purchaser is delivering the Purchase Price to
the Seller by wire transfer to such account previously specified by the Seller;
(b) the Seller is delivering the Convertible Note to
the Purchaser;
(c) the Seller and Cablevision are delivering to each
other an amended and restated License (the "Amended and Restated License");
(d) the Seller and Cablevision are delivering to each
other an amended and restated Joint Collaboration and License Agreement (the
"Amended and Restated Joint Collaboration and License Agreement");
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(e) the Seller and Cablevision are delivering to each
other the iPoint technology license agreement (the "iPoint License Agreement");
(f) the Seller, Cablevision and Xxxxxx Xxxxx Xxxxxxxx
& Xxxxxxx LLP, as escrow agent are delivering to each other a proprietary
information escrow agreement (the "Escrow Agreement") and the Seller is making
the deliveries required thereunder;
(g) the Seller and Cablevision are delivering to each
other an option agreement regarding certain of the Seller's technology (the
"Option Agreement");
(h) the Seller is delivering to the Purchaser, all
certificates or instruments representing or evidencing certain of those assets
described on Schedule A hereto required to be delivered to Purchaser for
Purchaser to perfect its security interest therein, in suitable form for
transfer, or accompanied by duly executed membership unit powers or other
appropriate instruments for transfer or assignment in blank. In the event that
Seller, during the term of this Agreement, receives any additional certificates
or instruments representing such assets, the Seller shall immediately deliver
the same to Purchaser to be held by the Purchaser hereunder as part of the
Collateral securing the Secured Obligations;
(i) Presencia en Medios, S. A., Publicidad Virtual,
S.A. de C.V. and the Seller are delivering to each other an amendment to the
Consultant Services Agreement among then dated September 20, 2001;
(j) Presencia en Medios, S.A. is delivering to the
Seller its waiver and consent with respect to the transaction contemplated
hereunder;
(k) the Seller is delivering to the Purchaser an
amended and restated Warrant Certificate (the "Amended and Restated Warrant
Certificate") against delivery by the Purchaser to the Seller of the Warrant
Certificate;
(l) the Seller is delivering an opinion of Seller's
Counsel in a form as agreed to by the Parties; and
(m) the Seller is delivering a certificate, executed
on behalf of the Seller by its Secretary, dated as of the Closing Date,
certifying the resolutions of the Seller's Board of Directors (the "Seller's
Board") approving the transactions contemplated by this Agreement and the other
Transaction Documents.
3. Security Interest.
3.1 Creation of Security Interest. In order to secure: (i)
payment of the Convertible Debt, (ii) all costs and expenses incurred in
collection or conversion of the Convertible Debt, and (iii) payment and
performance of any other amounts or obligations due to the Purchaser pursuant to
the Convertible Note, including all costs of collection and enforcement of the
foregoing, and all obligations of the Seller now or hereafter existing under
this Agreement (all such obligations under this Section 3.1, the "Secured
Obligations"), the Seller hereby grants
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to the Purchaser a security interest in the Collateral, in consideration of the
acceptance by the Purchaser of the Convertible Note.
3.2 Possession: Use of Collateral. So long as no Event of
Default has occurred and be continuing, the Seller shall be entitled to the
possession of the Collateral and to use and enjoy the same; provided, that the
Purchaser shall be entitled to hold all Collateral to the extent possession is
necessary or advisable to perfect its security interest.
3.3 Filings. At any time and from time to time, on the written
request of the Purchaser, Seller will execute and deliver such further documents
(including without limitation financing and continuation statements) and do such
further acts and things as the Purchaser may reasonably request, in each case
without cost to the Purchaser, in order to better assure, convey, assign,
transfer, and confirm unto the Purchaser the property and rights hereby conveyed
or assigned or intended, and to evidence, perfect, maintain, record and enforce
the Purchaser's interest in assets, now or hereafter so to be. Seller will pay
all costs of filing any financing, continuation, or termination statements with
respect to the security interest created pursuant to this Agreement.
3.4 Continuing Security Interest; Transfer of Convertible
Note. This Agreement shall create a continuing security interest in the
Collateral, and such security interest shall: (i) remain in full force and
effect until payment in full of the Secured Obligations; (ii) be binding upon
the Seller, and its successors and assigns; and (iii) inure, together with the
rights and remedies of the Purchaser, to the benefit of the Purchaser and its
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (iii), if the Purchaser assigns or otherwise transfers the
Convertible Note in accordance with the terms and conditions thereof to any
other person, such other person shall thereupon become vested with all the
rights in respect thereof granted to the Purchaser herein or otherwise.
3.5 Release of Security Interest. Upon the payment and
discharge in full of the Secured Obligations, the security interest created
hereby shall be null and void and of no further force and effect. In such event,
the Purchaser shall, upon request, execute and deliver such proper instruments
of release and satisfaction as may reasonably be requested by Seller and shall
return to the Seller all Collateral in its possession.
4. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Purchaser as follows:
4.1 Organization and Standing. The Seller is (a) a corporation
duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (b) has all requisite corporate power and
authority to own, lease and operate its properties and to carry on its
businesses as presently conducted, (c) is duly qualified and in good standing to
do business in the States of New Jersey and New York, which constitute all of
the jurisdictions in which the conduct of the Seller's business or its
ownership, leasing or operation of property requires such qualification where
the absence of such qualification would have a Material Adverse Effect on the
Seller.
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4.2 Authorization of Transaction Documents. The Seller has
full legal power and authority to enter into and perform its obligations under
each of the Transaction Documents. This Agreement, the issuance of the
Convertible Note, and the other transactions contemplated hereby and thereby
have been approved by the Seller's Board, including a majority of the
non-interested directors of the Seller not affiliated with the Seller or the
Purchaser. This Agreement and each of the other Transaction Documents have been
duly and validly executed and delivered by the Seller and constitutes valid and
binding obligations of the Seller, enforceable in accordance with its terms,
subject to applicable bankruptcy, reorganization, insolvency, moratorium and
similar laws affecting creditors' rights generally and to general principles of
equity.
4.3 Subsidiaries; Other Entities. Each of the Seller's
Subsidiaries has all requisite corporate power and authority to own and lease
its properties, to carry on its business as presently conducted and to carry out
the transactions contemplated hereby. Each Subsidiary is qualified to do
business as a foreign corporation in those jurisdictions in which such
qualification is necessary in order to undertake its respective business and is
not qualified to do business as a foreign corporation only in such other
jurisdictions in which the failure to be so qualified will not have a Material
Adverse Effect. Schedule B attached hereto sets forth the details of ownership
of the securities of each direct and indirect Subsidiary and other entity in
which the Seller holds an equity interest and the details of the equity
interests relating thereto. The Seller owns all such securities of, or other
interest in, each Subsidiary (or, as applicable, the securities of, or other
interest in, any indirect Subsidiary are owned) free and clear of any lien,
encumbrance or similar right. Except for the Subsidiaries, the Seller does not
control, directly or indirectly, any other corporation, partnership, joint
venture, limited liability company, association or business entity or other
similar entity.
4.4 Capitalization.
(a) The authorized capital stock of the Seller is:
(i) 60,000,000 shares of Common Stock, par value $.001; (ii) one class of
975,803 shares of Preferred Stock, par value $.001; (iii) one class of 11,363
shares of Series A Redeemable Preferred Stock, par value $4.50 ("Series A
Redeemable Preferred Stock"); and (iv) one class of 12,834 shares of Series B
Redeemable Preferred Stock, par value $5.00 ("Series B Redeemable Preferred
Stock"). As of June 21, 2002, there were issued and outstanding 18,422,476
shares of Common Stock (net of 279,366 treasury shares), 11,363 shares of Series
A Redeemable Preferred Stock, 12,834 shares of Series B Redeemable Preferred
Stock. No shares of the class of Preferred Stock are issued and outstanding. All
such issued and outstanding shares have been duly authorized and validly issued,
are fully paid and nonassessable, and were issued in compliance with all
applicable state and federal laws concerning the issuance of securities.
(b) The Seller has reserved 5,160,000 shares of
Common Stock for issuance to employees, consultants, officers or directors upon
exercise of options granted or to be granted under stock or other option plans
or arrangements approved by the Seller's Board.
(c) Since February 4, 2001, the Seller has issued no
warrants, options, securities, rights or other interests convertible into or
exchangeable for, or otherwise giving the
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holder thereof the right to purchase or acquire, directly or indirectly, from
the Seller or, to the best knowledge of the Seller, from any other person any
shares of Common Stock, or granted any registration rights in connection with
its capital stock, except that Seller: (i) has issued warrants to purchase
670,500 shares of the Seller's Common Stock pursuant to the Asset Purchase
Agreement dated February 27, 2002, by and among SciDel Technologies, Ltd., Adco
Imaging, Ltd. (later renamed as Princeton Video Image Israel, Ltd.) and the
Seller, and (ii) has granted options in accordance with Seller's stock option
plan, the shares issuable upon the exercise of such options being included in
the reserved shares described in Section 4.4(b) hereof.
(d) The Seller is not a party or subject to any
agreement or understanding between any persons or entities, which affects or
relates to the voting or giving of written consents with respect to any
securities, except for the following: (i) the Shareholders Agreement dated
February 4, 2001, by and among Seller, Purchaser, Xxxxx F Xxxxxxxx, and
Presencia en Medios, S.A. de C.V.; (ii) the Reorganization Agreement dated
December 28, 2000, as amended, by and among Presencia en Medios, S.A. de C.V.,
Xxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, Presence in Media, LLC, Virtual
Advertisement, LLC, PVI LA, LLC, Seller, and Princeton Video Image Latin
America, LLC, (the "Reorganization Agreement"); (iii) the Shareholders Agreement
of Princeton Video Image Europe, N.V., dated July 18, 2000, by and among Seller,
Interactive Media, S.A., and Princeton Video Image Europe, N.V. (the "PVI Europe
Shareholders Agreement"); and (iv) the Stockholders Agreement by and among
Seller, SciDel Technologies, Ltd. and the stockholders named therein.
4.5 Valid Issuance. The shares of the Seller's Common Stock
(the "Shares") to be issued upon any conversion of the Convertible Note will be
duly and validly issued, fully paid and nonassessable and will be free of any
liens or encumbrances. The rights and restrictions of the Shares are as set
forth in the Certificate of Incorporation. The Shares issuable upon conversion
of the Convertible Note pursuant to Section 3(a) thereof have been duly and
validly reserved for issuance, and the number reserved is subject to adjustment
in accordance with the terms of the Convertible Note. The Shares when issued and
delivered in accordance with the terms of the Convertible Note will be entitled
to full and unencumbered voting rights consistent with the provisions of the
Seller's Certificate of Incorporation.
4.6 No Preemptive Rights. Except as provided in the
Reorganization Agreement and the Stock and Warrant Purchase Agreement dated
February 4, 2001, by and between Seller and Purchaser (the "Stock Purchase
Agreement"), no person has any right of first refusal or any preemptive rights
in connection with (i) the issuance of the Shares or (ii) any future issuances
of securities by the Seller.
4.7 Intellectual Property Rights.
(a) "Intellectual Property Rights" means all domestic
and foreign patents, trademarks, copyrights, service marks, and applications and
registrations therefor, and all software, technical data and designs, trade
names, customer lists, trade secrets, proprietary processes and formulae,
inventions, know-how, other confidential and proprietary information, and other
industrial and intellectual property rights. Schedule C hereto sets forth a true
and complete list of all domestic and foreign patents, domestic and foreign
trademarks, domestic and
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foreign service marks, domestic and foreign copyrights, and applications and
registrations therefore, owned or controlled by the Seller or its Subsidiaries.
The Seller or its Subsidiaries own or are licensed to use all of the
Intellectual Property Rights used by the Seller or its Subsidiaries to carry on
their businesses as presently conducted and as presently proposed to be
conducted. All registered or issued patents, copyrights, trademarks, and service
marks, and applications therefore (unless expired or abandoned as of the date
hereof), owned or controlled by the Seller or its Subsidiaries, are in full
force and effect. All prior art known to the Seller or its Subsidiaries which
may be or may have been pertinent to the examination of any United States patent
or patent application owned or filed by the Seller and its Subsidiaries has been
cited to the United States Patent and Trademark Office.
(b) Except with respect to the Licensed Rights (as
defined herein), the Seller has good, valid and subsisting title to all of the
Intellectual Property Rights used by the Seller or its Subsidiaries to carry on
its business as presently conducted, free and clear of all liens, mortgages,
security interests, pledges, charges and encumbrances, and, to the Seller's best
knowledge, third party claims of any ownership rights, title or interest;
provided, that the Intellectual Property Rights held by Princeton Video Image
Israel, Ltd., are subject to certain rights and restrictions held by the
government of Israel and its Office of the Chief Scientist. The Seller or its
Subsidiaries has the right to bring infringement actions with respect to the
Intellectual Property Rights owned or controlled by the Seller or its
Subsidiaries. Intellectual Property Rights conceived by employees or consultants
of the Seller or its Subsidiaries and related to the business of the Seller or
its Subsidiaries were "works for hire", and all right, title, and interest
therein were transferred and assigned to the Seller or its Subsidiaries.
(c) To the Seller's best knowledge, neither the
Seller nor its Subsidiaries use, market or sell, or propose to use, market or
sell, any product or service that violates or would violate any Intellectual
Property Right of a third party. There is no pending or threatened claim or
litigation against the Seller or its Subsidiaries (i) contesting the Seller's or
its Subsidiaries' right to use Intellectual Property Rights to carry on its
business as presently conducted, (ii) asserting the invalidity, unenforceability
or misuse of any Intellectual Property Rights owned or controlled by the Seller
or its Subsidiaries, or (iii) asserting the infringement or other violation of,
or conflict with, any Intellectual Property Rights of a third party. The Seller
is not aware of any third party that uses, markets or sells or proposes to use,
market or sell, any product or service that violate, or would violate or is in
conflict with the Intellectual Property Rights owned or controlled by the Seller
or its Subsidiaries, except that Xxxxx Vision, a French company and subsidiary
of Lagardere, has filed an opposition to the Seller's application with the
European Patent Office, on EPO Application No. 9191562.8.
(d) None of the Intellectual Property Rights owned or
controlled by the Seller or its Subsidiaries are subject to any outstanding
judgment or contract restricting the use thereof by the Seller or its
Subsidiaries, except as set forth in Section 4.7(b) above. Other than in the
ordinary course of business consistent with past practices, neither the Seller
nor its Subsidiaries has entered into any agreement to indemnify any other
Person against any charge of infringement of any Intellectual Property Rights.
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(e) Assuming the consummation of the transactions
contemplated herein and the application of the proceeds thereof, the Seller and
its Subsidiaries are not in default, which default could result in a Material
Adverse Effect, in the payment of any royalties, license fees or other
consideration to any owner or licensor of any agreements, memorandums or other
undertakings that grant licenses, sublicenses or other rights of use of any
Intellectual Property Rights owned by a third party and licensed to the Seller
or its Subsidiaries (the "Licensed Rights") used in or necessary for the conduct
of its business as now conducted and as proposed to be conducted or to any agent
or representative of any such owner or licensor by reason of the use thereof by
the Seller or its Subsidiaries, nor otherwise is in default, which default could
result in a Material Adverse Effect, in any respect in the performance of any of
its obligations to any such owner or licensor, and no such owner or licensor,
nor any such agent or representative, has notified the Seller or its
Subsidiaries of any claim of any such default, which default could result in a
Material Adverse Effect. Such Licensed Rights are valid and authorized by the
terms under which the Seller or its Subsidiaries licenses or otherwise uses such
Licensed Rights.
4.8 Compliance with Other Instruments. Each of the Seller and
its Subsidiaries is not in violation of any term of its Certificate of
Incorporation or Bylaws, nor is the Seller nor its Subsidiaries, to the best
knowledge of the Seller, in violation of any order, statute, rule or regulation
applicable to the Seller or its Subsidiaries, the violation of which could
result in a Material Adverse Effect. The execution, delivery and performance of
and compliance with this Agreement or the other Transaction Documents, and the
issuance and sale of the Shares upon any conversion of the Convertible Note will
not (a) result in any such violation which could have a Material Adverse Effect;
(b) be in conflict with or constitute a default under any term of any mortgage,
indenture, contract, agreement, instrument, judgment or decree which could have
a Material Adverse Effect; or (c) result in the creation of any mortgage,
pledge, lien, encumbrance or charge upon any of the properties or assets of the
Seller and its Subsidiaries, individually or in the aggregate, pursuant to any
such term which could have a Material Adverse Effect. To the best knowledge of
the Seller, there is no such term or any such order, statute, rule or regulation
which adversely affects, or in the future could have a Material Adverse Effect.
Notwithstanding anything to the contrary contained herein, the Seller may be
required, pursuant to applicable Nasdaq Stock Market or securities exchange
rules, to obtain the approval of its stockholders to the issuance and delivery
of the Shares upon conversion of the Convertible Note pursuant to Section 3(b)
thereof and pursuant to applicable law to obtain the approval of its
stockholders as contemplated in the Option Agreement.
4.9 Litigation. There is no action, proceeding or
investigation pending or threatened against the Seller or its Subsidiaries, or
their respective officers, directors or stockholders, or to the best knowledge
of the Seller, against employees of the Seller or its Subsidiaries (or, to the
best knowledge of the Seller, any basis therefor or threat thereof): (a) which,
assuming the consummation of the transactions contemplated herein and the
application of the proceeds thereof, could result, either individually or in the
aggregate, in (i) any Material Adverse Effect, or (ii) any material impairment
of the right or ability of the Seller or its Subsidiaries to carry on its
business as now conducted or as proposed to be conducted; or (b) which questions
the validity of this Agreement or the other Transaction Documents, or any action
taken or to be taken in connection herewith. Neither the Seller nor any of its
Subsidiaries
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is a party to or subject to the provisions of any order, writ, injunction,
judgment or decree of any court or government agency or instrumentality. There
is no action, suit, proceeding or investigation by the Seller or its
Subsidiaries currently pending or which the Seller or its Subsidiaries currently
intends to initiate.
4.10 No Consents or Approvals Required. No consents, approvals
or authorization of or designation, declaration or filing with any governmental
or regulatory authority agency, commission, body or other governmental entity,
including, without limitation, the Nasdaq National Market, or by any court or
other third party is required for the valid authorization, execution, delivery
and performance by the Seller of this Agreement and each of the other
Transaction Documents or for the valid sale, issuance, delivery and performance
of the Convertible Note; provided, that Seller may be required, pursuant to
applicable Nasdaq Stock Market or securities exchange rules, to obtain the
approval of its stockholders to the issuance and delivery of the Shares upon
conversion of the Convertible Note pursuant to Section 3(b) thereof and pursuant
to applicable law to obtain the approval of its stockholders as contemplated in
the Option Agreement. The approval of the Company's stockholders is not required
in connection with the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby, except as set forth in the
sentence immediately preceding.
4.11 Offering. In reliance on the representations and
warranties of the Purchaser in Section 7 hereof, the offer, sale and issuance of
the Convertible Note in conformity with the terms of this Agreement, and the
offer, sale and issuance of the Shares upon any conversion of the Convertible
Note, will not result in a violation of the requirements of Section 5 of the
Securities Act of 1933, as amended (the "Securities Act"), or the qualification
or registration requirements of applicable blue sky laws.
4.12 Taxes. Each of the Seller and its Subsidiaries has filed
all tax returns that are required to have been filed with appropriate federal,
state, county and local governmental agencies or instrumentalities, except,
assuming the consummation of the transactions contemplated herein and the
application of the proceeds thereof, where the failure to do so could not have a
Material Adverse Effect. Neither the Seller nor its Subsidiaries have elected
pursuant to the Internal Revenue Code of 1986, as amended (the "Code"), to be
treated as a Subchapter S corporation or a collapsible corporation pursuant to
Section 341(f) or Section 1362(a) of the Code, nor has it made any other
elections pursuant to the Code (other than elections which relate solely to
methods of accounting, depreciation or amortization) which could have a Material
Adverse Effect, as presently conducted or proposed to be conducted or any of its
properties or material assets.
4.13 Title. Each of the Seller and its Subsidiaries owns or
leases all property and assets used in the conduct of its business free and
clear of all liens, mortgages, loans or encumbrances except liens for current
taxes and such encumbrances and liens which arise in the ordinary course of
business and do not have a Material Adverse Effect on the Seller's or its
Subsidiary's ownership (as applicable) or use of such property or assets.
4.14 Material Contracts and Commitments. All of the material
contracts and agreements to which the Seller is a party (each a "Contract") are
valid, binding and in full force
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and effect and enforceable by and against the Seller in accordance with their
respective terms, subject to the effect of applicable bankruptcy, insolvency,
reorganization, moratorium, or other laws of general application relating to or
affecting enforcement of creditors' rights, and rules or laws concerning
equitable remedies. For purposes of the foregoing provision, "material
contracts" shall be deemed to mean: (i) all of the contracts, mortgages,
indentures, agreements, instruments and transactions to which the Seller is a
party or by which it is bound (including purchase orders to the Seller or placed
by the Seller) which involve obligations of, or payments to, the Seller in
excess of $100,000; (ii) all agreements between the Seller and its officers,
directors, consultants and employees; (iii) all agreements or understandings
between the Seller and current or potential sales affiliates, agents or
distributors; (iv) all agreements of the Seller that contain restrictions on its
ability to compete; (v) all agreements creating an obligation to participate in
a joint venture, limited liability company, partnership or similar arrangement;
(vi) all agreements that contain provisions that require or gives either party
to the agreement the option that payments by the Seller be made as a percent of
its revenue or in stock; (viii) all agreements with a term exceeding three
years; (ix) all guarantees of the obligations of others; (x) all agreements
granting rights of exclusivity to third parties; (xi) all agreements relating to
the acquisition or disposition of any business or any interest therein; (xii)
all leases of real property or material personal property or any capital leases.
4.15 Financial Statements. The Seller's financial statements,
consolidated balance sheets, consolidated statements of operations and
consolidated statements of cash flows for the fiscal years ended December 31,
2001 and June 30, 2001 (the "Audited Financial Statements"), reported on by
PricewaterhouseCoopers LLP, have been delivered to the Purchaser. The Seller's
financial statements, consolidated balance sheets, consolidated statements of
operations and consolidated statements of cash flows for the interim period
subsequent to December 31, 2001 (the "Interim Financial Statements" and,
together with the Audited Financial Statements, the "Financial Statements") are
in accordance with the books and records of the Seller, are complete and
correct, and fairly and accurately present the financial condition and operating
results of the Seller for the periods indicated therein, all in conformity with
generally accepted accounting principles ("GAAP"), except that the Interim
Financial Statements do not contain footnotes or reflect the interperiod
adjustments required by GAAP. As of the date of the most recent balance sheet
included in the Interim Financial Statements, the Seller did not have any
liabilities, absolute, contingent, or otherwise, which in accordance with GAAP
are required to be disclosed or reserved for other than as set forth in the
Financial Statements. The Seller maintains and will continue to maintain a
standard system of accounting established and administered in accordance with
GAAP.
4.16 No Material Adverse Effect. Since December 31, 2001,
there has been no Material Adverse Effect, except that Seller has received a
going concern qualification from its independent auditors; and, unless the
transactions as contemplated herein are consummated, the Seller will continue to
lack sufficient cash assets to pay its obligations as they become due. Seller
has also received notification from the Nasdaq Stock Market that it is not in
compliance with the Nasdaq Stock Market listing qualification requirements.
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4.17 Absence of Changes. Since December 31, 2001:
(a) there has been no damage to, destruction of or
loss of physical property (whether or not covered by insurance) resulting in a
Material Adverse Effect;
(b) neither the Seller nor any of its Subsidiaries
has declared or paid any dividend or made any distribution on its stock, or
issued, offered, redeemed, purchased or otherwise acquired any of its capital
stock;
(c) there has been no resignation or termination of
employment of any key officer or employee of the Seller or its Subsidiaries that
has resulted in a Material Adverse Effect, and each of the Seller and its
Subsidiaries does not know of any impending resignation or termination of
employment of any such officer or employee that, if consummated, would have a
Material Adverse Effect;
(d) there has been no change, except in the ordinary
course of business, in the material contingent obligations of the Seller or its
Subsidiaries (or in any contingent obligation of the Seller or its Subsidiaries
regarding any director, shareholder or key employee or officer of the Seller or
its Subsidiaries) by way of guaranty, endorsement, indemnity, warranty or
otherwise;
(e) there have been no loans made by the Seller or
its Subsidiaries to any of its employees, officers or directors other than
travel advances and other advances made in the ordinary course of business;
(f) there has been no waiver by the Seller or the
Subsidiaries of a valuable right or of a material debt owing to it; and
(g) there has not been any satisfaction or discharge
of any lien, claims or encumbrance or any payment of any obligation by the
Seller or its Subsidiaries, except in the ordinary course of business and which
has not resulted in a Material Adverse Effect.
4.18 Registration Rights. The Seller has not granted or agreed
to grant any rights to register securities, including piggyback registration
rights, to any person or entity which grants or agreements are effective as of
the date hereof, except for those registration rights granted to Xxxxx &
Company, Barrington Capital, as granted in accordance with the Reorganization
Agreement, and as granted to the Purchaser pursuant to the Stock Purchase
Agreement.
4.19 Certain Transactions. Each of the Seller and its
Subsidiaries is not indebted, directly or indirectly, to any of its employees,
officers, directors or stockholders or to their spouses or children, in any
amount whatsoever, except that the Seller owes expense reimbursement to
employees; and none of said employees, officers, directors, stockholders, or any
member of their immediate families, are indebted to the Seller or its
Subsidiaries or have any direct or indirect ownership interest in any firm or
corporation with which the Seller or its
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Subsidiaries is affiliated or with which the Seller or its Subsidiaries has a
business relationship, except that the certain officers and directors have an
interest in, respectively, Presencia en Medios, S.A. de C.V., and Consultares
Asociados Dasi, S.C., both of which have business relationships with Publicidad
Virtual, S.A. de C.V., the wholly-owned subsidiary of the Seller. No such
employee, officer, director, shareholder, or any member of their immediate
families, is, directly or indirectly, interested in any Contract with the Seller
or its Subsidiaries, except as previously stated in this Section 4.19 and that
certain directors are affiliated with the Purchaser and with licensees of the
Seller. Each of the Seller and its Subsidiaries is not guarantor or indemnitor
of any indebtedness of any other person, firm or corporation, except for any
guarantees or indemnification by the Seller of any obligations or debts of its
Subsidiaries.
4.20 Proprietary Information of Third Parties. No employee or
consultant of the Seller nor its Subsidiaries is or will be in violation of any
judgment, decree, or order, or any term of any employment contract, patent
disclosure agreement, or other contract or agreement relating to the
relationship of any such employee or consultant with the Seller or its
Subsidiaries or, to the Seller's best knowledge, any other party because of the
nature of the business conducted or proposed to be conducted by the Seller or
its Subsidiaries or the use by the employee or consultant of his best efforts
with respect to such business. To the Seller's best knowledge, no third party
has claimed or has reason to claim that any person employed or engaged by the
Seller or its Subsidiaries has (a) violated or may be violating any of the terms
or conditions of his employment, non-competition or non-disclosure agreement
with such third party, (b) disclosed or may be disclosing or utilized or may be
utilizing any trade secret or proprietary information or documentation of such
third party, or (c) interfered or may be interfering in the employment
relationship between such third party and any of its present or former
employees. No third party has requested information from the Seller or its
Subsidiaries which suggests that such a claim might be contemplated. To the
Seller's best knowledge, no person employed by or engaged by the Seller or its
Subsidiaries has used or proposes to use any trade secret or any information or
documentation proprietary to any former employer, and no person employed by or
engaged by the Seller or its Subsidiaries has violated any confidential
relationship which such person may have had with any third party, in connection
with the development, manufacture or sale of any product or proposed product or
the development or sale of any service or proposed service of the Seller or its
Subsidiaries, and the Seller has no reason to believe there will be any such use
or violation.
4.21 Employee Benefit Plans
(a) All benefit and compensation plans, contracts,
policies or arrangements covering current or former employees of the Seller and
its Subsidiaries (the "Employees") and current or former directors of the
Seller, including, but not limited to, "employee benefit plans" within the
meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), and deferred compensation, stock option, stock purchase,
stock appreciation rights, stock based, incentive and bonus plans (the "Benefit
Plans"), other than "multiemployer plans" within the meaning of Section 3(37) of
ERISA, covering Employees which are subject to ERISA (the "ERISA Plans") are in
substantial compliance with ERISA, and any non-compliance would not result in a
Material Adverse Effect. Each ERISA Plan which is an "employee pension benefit
plan" within the meaning of Section
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3(2) of ERISA ("Pension Plan") and which is intended to be qualified under
Section 401(a) of the Code, may properly rely upon a favorable determination
letter issued by the Internal Revenue Service, and the Seller is not aware of
any circumstances likely to result in revocation of any such favorable
determination letter or the loss of the qualification of such Plan under Section
401(a) of the Code. Each ERISA Plan which is intended to be part of a voluntary
employees' beneficiary association within the meaning of Section 501(c)(9) of
the Code has (i) received an opinion letter from the Internal Revenue Service
recognizing its exempt status under Section 501(c)(9) of the Code and (ii) filed
a timely notice with the Internal Revenue Service pursuant to Section 505(c) of
the Code, and the Seller is not aware of circumstances likely to result in the
loss of the exempt status of such ERISA Plan under Section 501(c)(9) of the
Code. Neither the Seller nor any of its Subsidiaries has engaged in a
transaction with respect to any ERISA Plan that, assuming the taxable period of
such transaction expired as of the date hereof, could subject the Seller or any
Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or
Section 502(i) of ERISA in an amount which would result in a Material Adverse
Effect.
(b) No liability under Subtitle C or D of Title IV of
ERISA has been or is expected to be incurred by the Seller or any of its
Subsidiaries with respect to any ongoing, frozen or terminated "single-employer
plan", within the meaning of Section 4001(a)(15) of ERISA, currently or formerly
maintained by any of them, or the single-employer plan of any entity which is
considered one employer with the Seller under Section 4001 of ERISA or Section
414 of the Code (an "ERISA Affiliate"). The Seller and the Subsidiaries have not
incurred and do not expect to incur any withdrawal liability with respect to a
multiemployer plan under Subtitle E of Title IV of ERISA (regardless of whether
based on contributions of an ERISA Affiliate). No notice of a "reportable
event", within the meaning of Section 4043 of ERISA for which the 30-day
reporting requirement has not been waived or extended, other than pursuant to
PBGC Reg. Section 4043.66, has been required to be filed for any Pension Plan or
by any ERISA Affiliate within the 12-month period ending on the date hereof.
(c) All contributions required to be made under the
terms of any Benefit Plan have been timely made or have been reflected on the
Audited Financial Statements or the Interim Financial Statements. Neither any
Pension Plan nor any single-employer plan of an ERISA Affiliate has an
"accumulated funding deficiency" (whether or not waived) within the meaning of
Section 412 of the Code or Section 302 of ERISA and no ERISA Affiliate has an
outstanding funding waiver. Neither the Seller nor any of its Subsidiaries has
provided, or is required to provide, security to any Pension Plan or to any
single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the
Code.
(d) Under each Pension Plan which is a
single-employer plan, as of the last day of the most recent plan year ended
prior to the date hereof, the actuarially determined present value of all
"benefit liabilities", within the meaning of Section 4001(a)(16) of ERISA (as
determined on the basis of the actuarial assumptions contained in such Pension
Plan's most recent actuarial valuation), did not exceed the then current value
of the assets of such Plan, and there has been no material change in the
financial condition of such Plan since the last day of the most recent plan
year. The withdrawal liability of the Seller and its Subsidiaries under each
Benefit Plan which is a multiemployer plan to which the Seller, any of its
Subsidiaries or an ERISA Affiliate has contributed during the preceding 12
months, determined as if a "complete
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withdrawal", within the meaning of Section 4203 of ERISA, had occurred as of the
date hereof, does not exceed $100,000.
(e) There is no pending or, to the best knowledge of
the Seller, threatened, litigation relating to the Benefit Plans which could
result in a Material Adverse Effect. Neither the Seller nor any of its
Subsidiaries has any obligations for retiree health and life benefits under any
ERISA Plan. The Seller or the Subsidiaries may amend or terminate any such Plan
at any time without incurring any liability thereunder.
(f) There has been no amendment to, announcement by
the Seller or any of its Subsidiaries relating to, or change in employee
participation or coverage under, any Benefit Plan which would materially
increase the expense of maintaining such Plan above the level of the expense
incurred therefor for the most recent fiscal year. Neither the execution of this
Agreement nor the consummation of the transactions contemplated hereby will (i)
entitle any employees of the Seller or any of the Subsidiaries to severance pay
or any increase in severance pay upon any termination of employment after the
date hereof, (ii) accelerate the time of payment or vesting or trigger any
payment or funding (through a grantor trust or otherwise) of compensation or
benefits under, increase the amount payable or trigger any other material
obligation pursuant to, any of the Benefit Plans, (iii) cause the Seller or any
of its Subsidiaries to record any material additional compensation expense on
its income statement with respect to any outstanding stock option or other
equity-based award or (iv) result in payments under any of the Benefit Plans
which would not be deductible under Section 162(m) or Section 280G of the Code.
(g) All Benefit Plans maintained outside of the
United States comply in all material respects with applicable local law. The
Seller and its Subsidiaries have no material unfunded liabilities with respect
to any such Benefit Plan.
4.22 Environmental and Safety Laws. Neither the Seller nor its
Subsidiaries is in violation of any applicable statute, law, or regulation
relating to the environment or occupational health and safety which violation or
violations, in the aggregate, would have a Material Adverse Effect, and no
expenditures that could result in a Material Adverse Effect are or will be
required in order to comply with any such existing statute, law, or regulation.
4.23 Insurance. Each of the Seller and its Subsidiaries has in
full force and effect fire and casualty insurance policies, and insurance
against other hazards, risks and liabilities to persons and property to the
extent and in the manner customary for companies in similar businesses similarly
situated.
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4.24 Disclosure. The Seller has delivered or made available
via XXXXX or otherwise to the Purchaser each registration statement, report,
proxy statement or information statement filed by it with the Securities and
Exchange Commission (the "SEC") in the form (including exhibits, annexes and any
amendments thereto) filed with the SEC (collectively, the "Seller Reports"). As
of their respective dates, the Seller Reports complied in all material respects
with the requirements of the Securities Act and the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements made therein, not misleading. No
representation or warranty of the Seller made in this Agreement, or in any
statement, document or certificate furnished or to be furnished to the Purchaser
pursuant hereto or in connection with the transactions contemplated hereby,
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary to make the statements made herein
and therein, not misleading.
4.25 Warrant Shares. The number of warrants specified in and
certified by the Amended and Restated Warrant Certificate accurately reflects
the number of warrants which the Purchaser owns pursuant to the Warrant
Certificate in existence immediately prior to the Closing, after giving effect
to any and all adjustments required to by made pursuant to Section 6 thereof up
to and including the date of the Closing.
4.26 Assets of Princeton Video Image Europe, N.V. Princeton
Video Image Europe, N.V., the Seller's Subsidiary, has no material assets, other
than a license agreement with the Seller.
4.27 Transfer Restrictions.
(a) The Seller's direct and indirect equity ownership
interests in other entities are not subject to any Transfer Restrictions (as
defined in Schedule A hereto) that will materially interfere with the ownership,
use or enjoyment of such ownership interests, except for the following: (i) the
Seller's ownership interest in Princeton Video Image Europe, N.V. is subject to
the PVI Europe Shareholders Agreement; (ii) the Seller's ownership interest in
the Revolution Company, LLC, is subject to the Operating Agreement dated January
24, 2001, by and among CBS Technology Corporation, Core Digital Technologies,
Inc., and the Seller (the "Revolution Company Operating Agreement"); and (iii)
any transfer of the Seller's ownership interest in Princeton Video Image Israel,
Ltd. requires the consent or approval of the government of Israel and its Office
of the Chief Scientist.
(b) Neither the Seller's nor its Subsidiaries'
Intellectual Property Rights are subject to any Transfer Restrictions that will
materially interfere with the ownership, use or enjoyment of such Intellectual
Property Rights in the manner used by the Seller and its Subsidiaries to carry
on their businesses as presently conducted or proposed to be conducted,
including without limitation the planned commercial deployment of the Seller's
L-VIS and iPOINT products, except for the following: (i) any transfer of the
Intellectual Property Rights of Princeton Video Image Israel, Ltd. will require
the consent or approval of the government of Israel and its Office of the Chief
Scientist; (ii) the Cross-License Agreement among the Seller,
16
Sportvision, Inc. and the others named therein dated as of July 29, 2002
contains restrictions on the assignment of the licenses granted to the Seller
thereby to parties other than Cablevision or Presencia en Medios, S.A. de C.V.,
or their respective affiliates; and (iii) the Seller's software license with
Broadcom Corporation prohibits the Seller from transferring or distributing
Broadcom proprietary software used to create the existing iPoint interface with
Broadcom products to third parties other than in object code form.
(c) To the best knowledge of the Seller, no asset,
right or property of the Seller or its Subsidiaries not described in Sections
4.27(a) or 4.27(b) which is material to the conduct of the Seller's business as
presently conducted or proposed to be conducted, including without limitation,
the planned commercial deployment of the Seller's L-VIS and iPOINT products, is
subject to any Transfer Restrictions, other than property subject to purchase
money security interests or property leased to Seller.
5. Covenants of the Seller. Unless approved, consented to or excepted
in advance in writing by the Purchaser, until payment and discharge in full of
the Secured Obligations, the Seller covenants and agrees that:
5.1 Transfer; Liens. Except as otherwise permitted hereunder
or in the ordinary course of business as presently conducted with respect to
normal transfers, sales, leases and licenses of equipment, products and
technology, abandonments of damaged, worn, or dilapidated assets and property,
account receivables, and Collateral of de minimus value and the application of
cash to payments to vendors and other creditors (the "Ordinary Course of
Business"), the Seller shall not sell, loan, exchange, assign, deliver, or
transfer the Collateral or otherwise dispose of the Collateral or any of the
Seller's rights in or to the Collateral. Except as otherwise permitted
hereunder, the Seller shall not: (i) permit any other security interest to
attach to any of the Collateral; (ii) permit the Collateral to be levied upon
under any legal process; or (iii) permit anything to be done that may impair the
value of any of the Collateral or the security intended to be afforded by this
Agreement. Except as otherwise permitted hereunder, the Seller shall defend the
title to the Collateral against all persons and all claims and demands
whatsoever and shall keep the Collateral free and clear of all liens, charges,
encumbrances, taxes and assessments not in existence of the date hereof.
5.2 Maintenance; Taxes; Inspection. The Seller will maintain
all tangible property included in the Collateral in good condition and repair,
at its own expense, reasonable wear and tear excepted, and will pay and
discharge all taxes levied on the Collateral as well as the cost of repairs to
or maintenance of the same. The Seller will permit the Purchaser to inspect the
Collateral at all reasonable times, following reasonable prior notice.
5.3 Insurance. The Seller will insure all tangible property
included in the Collateral against such risks and casualties and in such amounts
as are customary in the Seller's business. All insurance policies shall be
written for the benefit of the Seller and the Purchaser, as their interests may
appear, and such policies or certificates evidencing same shall be furnished to
the Purchaser. The Seller shall give the Purchaser and all relevant insurers
written notice, as promptly as practicable, of loss of or damage to the
Collateral and shall promptly file proofs of loss with relevant insurers.
17
5.4 Filings. The Seller will pay all costs of filing any
financing, continuation or termination statements with respect to the security
interest created by the Seller pursuant to this Agreement. The Purchaser is
hereby appointed the Seller's attorney-in-fact to do all acts and things which
the Purchaser may deem necessary to perfect and continue perfected the security
interest created by this Agreement and to protect the Collateral.
5.5 Additional Indebtedness. The Seller will not incur any (i)
severance and other termination obligations, other than in the ordinary course
of business as presently conducted, or (ii) additional indebtedness, other than
indebtedness for trade payables and similar items of indebtedness incurred in
the ordinary course of business as presently conducted that do not constitute
indebtedness for borrowed money.
5.6 Purchasers' Performance of Seller's Obligations. In case
of the Seller's default in performing any agreement, covenant or obligation
under this Agreement, the Purchaser may (but shall not be obligated to) procure
the performance thereof and add the cost (including reasonable attorneys' fees)
thereof to the Secured Obligations.
5.7 Transfers of Certain Assets.
(a) Except to the extent that it may be required to
do so pursuant to Article 8 of the Revolution Company Operating Agreement, the
Seller will not directly or indirectly sell, transfer, assign, pledge or
hypothecate any of its interests in Princeton Video Image Europe, N.V.,
Princeton Video Image Israel, Ltd., or Revolution Company, LLC without the
written consent of the Purchaser. Nothing contained in this Agreement to the
contrary shall be construed to prohibit the Seller from causing the dissolution
of Princeton Video Image Europe, N.V. or taking any action in connection with
such dissolution.
(b) The Seller agrees that it will not directly or
indirectly, and will cause Princeton Video Image Israel, Ltd. not to, sell,
transfer, assign, pledge or hypothecate any of the assets of Princeton Video
Image Israel, Ltd., except in the Ordinary Course of Business, as defined in
Section 5.1, or pursuant to agreements in effect on the date hereof without the
written consent of the Purchaser.
(c) The Seller agrees that it will not directly or
indirectly, and will cause Publicidad Virtual, S.A. de C.V. not to, sell,
transfer, assign, pledge or hypothecate any of the assets of Publicidad Virtual,
S.A. de C.V. except in the Ordinary Course of Business, as defined in Section
5.1, or pursuant to agreements in effect on the date hereof without the written
consent of the Purchaser.
6. Remedies in the Event of Default.
6.1 General. The Purchaser may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it under applicable law as in effect at that time, all
the rights, remedies and privileges with respect to the collateral of a secured
party in the event of a default under the Uniform Commercial Code (the
18
"UCC") in effect in the State of New York at that time, or under the law
pertaining to secured creditors of any other jurisdiction as may apply, and the
Purchaser may also, without notice except as specified below, sell such
Collateral or any part thereof in one or more parcels at public or private sale,
for cash, on credit or for future delivery. The Seller agrees that, to the
extent notice of sale shall be required by law, at least 10 days' notice to the
Seller of the time and place of any public sale or the time after which any
private sale is to be made shall constitute reasonable notification. The
Purchaser shall not be obligated to make any sale of Collateral regardless of
notice of sale having been given. The Purchaser may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.
6.2 Application of Cash to Secured Obligations. Any cash held
by the Purchaser as Collateral and all cash proceeds received by the Purchaser
in respect of the sale of, collection from or other realization upon all or any
part of the Collateral, in the discretion of the Purchaser, may be held by the
Purchaser as collateral for, and/or then or at any time thereafter applied
(after payments of any amounts payable pursuant to Section 6.4) in whole or in
part by the Purchaser against, all or any part of the Secured Obligations in
such order as the Purchaser shall elect. The Seller shall remain liable under
the Secured Obligations for any Secured Obligations remaining unpaid after
application of such cash or cash proceeds against the Secured Obligations. Any
surplus of such cash or cash proceeds held by the Purchaser and remaining after
payment in full of all the Secured Obligations shall be paid over to the Seller
or to any party lawfully entitled to receive such surplus.
6.3 Assembly of Collateral. Upon the demand of the Purchaser
after the occurrence of an Event of Default, the Seller shall assemble the
Collateral and make it available to the Purchaser at a reasonable time and
reasonable place designated in such demand.
6.4 Expenses. The Seller agrees to pay to the Purchaser, upon
demand, the amount of any and all reasonable expenses, including the reasonable
fees and expenses of counsel and of any experts and agents, that the Purchaser
may incur in connection with: (i) the sale of, collection from or other
realization upon any of the Collateral; (ii) the exercise or enforcement of any
of the rights of the Purchaser hereunder or under the Convertible Note; or (iii)
the failure by the Seller to perform or observe any of the provisions hereof or
thereof.
7. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants to the Seller as follows:
7.1. Authorization of Agreement. The Purchaser has full legal
power and authority to enter into and perform this Agreement. This Agreement has
been duly and validly executed and delivered by the Purchaser and constitutes
the valid and binding obligation of the Purchaser, enforceable in accordance
with its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium and similar laws affecting creditors' rights generally and to general
principles of equity.
7.2. Accredited Investor. The Purchaser is an accredited
investor within the meaning of Rule 501(a) promulgated under the Securities Act.
The Convertible Note is being
19
purchased or otherwise acquired for its own account and not with the view to, or
for resale in connection with, any distribution or public offering thereof
within the meaning of the Securities Act. It understands that the Convertible
Note has not been registered under the Securities Act or any applicable state
laws by reason of its issuance or contemplated issuance in a transaction exempt
from the registration and prospectus delivery requirements of the Securities Act
and such laws, and that the reliance of the Seller and others upon this
exemption is predicated in part upon this representation and warranty. It
further understands that the Convertible Note may not be transferred or resold
without (a) registration under the Securities Act and any applicable state
securities laws, or (b) an exemption from the requirements of the Securities Act
and applicable state securities laws.
7.3. Investment Evaluation and Business Affairs. The Purchaser
has such knowledge and experience in financial and business matters that it is
capable of evaluating the merits and risks of the investment to be made
hereunder. It has and has had access to all of the Seller's books and records
and access to the Seller's executive officers as the Purchaser has requested.
From its access to such information, the Purchaser is aware of the Seller's
limited cash on hand and going-concern risks. The Purchaser recognizes that
investment in the Convertible Note involves a number of significant risks.
7.4. Legend. The Purchaser understands that the Convertible
Note shall bear a legend in substantially the following form in addition to any
other legends that may be required under any other documents to which the
Purchaser is a party.
THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND IS A "RESTRICTED
SECURITY" AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE NOTE
MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (i)
IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE
UNDER THE ACT OR (ii) IN COMPLIANCE WITH RULE 144 OR ANOTHER EXEMPTION
FROM THE ACT.
8. Covenants of the Purchaser. Purchaser agrees that it will consider
in good faith any requests of the Seller that Purchaser modify or waive certain
of the governance rights to which it is entitled pursuant to the Stock Purchase
Agreement, to the extent that such requested modification or waiver is necessary
to induce a third party to make a material investment of new capital in the
Seller; provided, that it is understood and acknowledged by the Seller that
Purchaser will consider such request solely in its own best interests and
without regard for the interests of any other Person.
9. Consent and Waiver. Purchaser hereby consents to and approves the
Seller's entry into this Agreement, and to the transactions contemplated herein,
to the extent required under the Stock Purchase Agreement. The Purchaser hereby
waives its rights, granted pursuant to Sections 6.1(e) and 6.1(f) of the Warrant
Certificate and the Amended and Restated Warrant Certificate, relating to any
adjustment to the number of Warrant Shares (as defined in the Warrant
Certificate or the Amended and Restated Warrant Certificate, as applicable)
required
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upon the Seller's issuance of shares of its common stock upon conversion of the
Convertible Note to be issued hereunder. The Purchaser grants no other waivers
or consents under the Stock and Warrant Purchase Agreement or the Warrant
Certificate or the Amended and Restated Warrant Certificate. The Purchaser
agrees that the Seller shall not be required to give notice or take any other
action required under the Amended and Restated Warrant Certificate upon the
conversion of the Convertible Note with respect to such conversion, it being
understood that this waiver is limited to the conversion of the Convertible Note
and shall not have any effect with respect to any other sale or issuance of the
Seller's securities which may cause an adjustment pursuant to Sections 6.1(e)
and 6.1(f) of the Amended and Restated Warrant Certificate.
10. Indemnification; Survival.
10.1. Indemnity. The Seller agrees to indemnify, defend and
hold harmless the Purchaser, its affiliates and its respective stockholders,
directors, officers, partners, employees, agents, successors and assigns from
and against all losses, damages, liabilities, deficiencies or obligations,
including, without limitation, all claims, actions, suits, proceedings, demands,
judgments, assessments, fines, interest, penalties, costs and expenses
(including settlement costs and reasonable legal fees) to which any of them may
become subject as a result of any and all misrepresentations or breaches of a
representation or warranty made by the Seller herein.
10.2. Survival. All representations and warranties made herein
by the Seller and the Purchaser shall survive the closing of the transactions
contemplated hereby for a period of three (3) years, except as to Section 4.13,
which shall survive forever. Any matter as to which a claim has been asserted by
notice to the other party that is pending or unresolved at the end of such
survival period shall continue to be covered by this Section 10.2 until such
matter is finally terminated or otherwise resolved by the parties under this
Agreement or by a court of competent jurisdiction and any amounts payable
hereunder are finally determined and paid.
11. Successors and Assigns; Parties in Interest. This Agreement shall
bind and inure to the benefit of (a) the Purchaser, (b) the Seller and (c) their
respective successors and assigns, including without limitation any Person who
succeeds to the rights and properties of the Seller as a result of a merger,
consolidation, acquisition of substantially all of the Seller's assets or
similar transaction. No party may assign its rights under this Agreement without
the consent of the other, which consent shall not be unreasonably withheld;
provided, however, that the Purchaser may assign its rights under Section 10.1
hereof at any time to any Person which it controls.
12. Entire Agreement. This Agreement (as amended from time to time) and
the other writings referred to herein or delivered pursuant hereto which form a
part hereof contain the entire agreement among the parties with respect to the
subject matter hereof and supersede all prior and contemporaneous arrangements
or understandings with respect thereto. The transactions contemplated hereby are
without prejudice to the Purchaser's right to exercise its rights under existing
agreements in its sole discretion and absolute best interests and without regard
to the interests of any other Person.
13. Notices. All notices or other communications in connection with
this Agreement shall be in writing and shall be considered given when personally
delivered or when mailed by
21
registered or certified mail, postage prepaid, return receipt requested, or when
sent via commercial courier or telecopier, directed, as follows or to such other
address as a party may designate by notice:
(a) If to the Purchaser:
PVI Holding, LLC
c/o Cablevision Systems Corporation
0000 Xxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000
Attn: General Counsel
Facsimile: (000) 000-0000
With copies (which shall not constitute notice) to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxx
Facsimile: (000) 000-0000
and
Kramer, Levin, Naftalis & Xxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxx X. Xxxxxxxxx
Facsimile: (000) 000-0000
(b) If to the Seller:
Princeton Video Image, Inc.
00 Xxxxxxxx Xxxx
Xxxxxxxxxxxxx, X.X. 00000
Attn: Chief Executive Officer
Facsimile: (000) 000-0000
With a copy (which shall not constitute notice) to:
Smith, Stratton, Wise, Xxxxx & Xxxxxxx, LLP
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxxxx X. Xxxxx
Facsimile: (000) 000-0000
22
Each party may, by notice to the other, change the address at which
notices or other communications are to be given to it.
14. Changes. The terms and provisions of this Agreement may not be
modified or amended, or any of the provisions hereof waived, temporarily or
permanently, except pursuant to the consent of the affected party.
15. Counterparts. This Agreement may be executed in any number of
counterparts, and each such counterpart hereof shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
16. Headings. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be a part
of this Agreement.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without regard to conflict of
laws.
18. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
19. Further Assurances. The parties hereto shall, subsequent to the
date hereof, execute and deliver such further documentation, and take such
further action, in each case without cost to the other party, as shall be
reasonably requested by such other party hereto to further evidence and perfect
the completion of the transactions contemplated hereby. The Seller hereby
acknowledges that, except as provided in Section 8 hereof, neither the
transactions contemplated hereby or anything contained herein or in the
documents and agreements being delivered at the Closing will affect the
Purchaser's rights under any agreement between it and the Seller in effect on
the date hereof, including, without limitation, its right to withhold in its
sole discretion its approval of the offering, sale and issuance of equity
securities of the Company.
20. Fees and Expenses. Each party shall be responsible for payment of
its own fees and expenses incurred in connection with this Agreement and the
transactions contemplated hereby; provided, however, that the Seller shall
reimburse the Purchaser for its reasonable fees and expenses of outside counsel
incurred in connection with the transactions contemplated by this Agreement, up
to a maximum of $75,000.
***
23
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on their behalf.
PRINCETON VIDEO IMAGE, INC.
By: /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
-----------------------------------
Title: Co-CEO
---------------------------------
PVI HOLDING, LLC
By: /s/ Xxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Vice Chairman and General Counsel
---------------------------------
24
Princeton Video Image Latin America, L.L.C. is executing this Agreement
for the purpose of granting a security interest to the Purchaser in all of its
right, title, and interest in, to, and under the membership interest it holds in
PVI LA, LLC, a Delaware limited liability company.
PRINCETON VIDEO IMAGE,
LATIN AMERICA, L.L.C.
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxxx
------------------------------
Title: President and Manager
------------------------------
PVI LA, L.L.C. is executing this Agreement for the purpose of granting
a security interest to the Purchaser in all of its right, title, and interest
in, to, and under the securities it holds in Publicidad Virtual, S.A. de C.V., a
company formed under the laws of Mexico.
PVI LA, LLC
By Its Sole Member
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxxx X. Xxxxxxx
------------------------------
Title: President and Manager
------------------------------
Princeton Video Image Latin
America, L.L.C.
25
SCHEDULE A
DESCRIPTION OF COLLATERAL
All of the assets, rights and property of the Seller, whether real or
personal, tangible or intangible, wherever located, now existing or hereafter
acquired, including, without limitation, all of the Seller's right, title, and
interest in, to, and under the following, except to the extent that the Seller
is subject to any restriction on the transfer, sale, assignment, pledge or
hypothecation of such assets, rights and property (any such restriction being
referred to as a "Transfer Restriction"):
(a) all accounts receivable of the Seller, all prepaid expenses (to the
extent transferable to the Purchaser), vendor credits and credit balances and
deposits, price adjustments or rights with respect thereto, rebates, and
deposits with manufacturers and others;
(b) all monies, reserves, deposits, certificates of deposit and deposit
accounts and interest or dividends thereon, securities, investment accounts,
cash, cash equivalents, and equity interests in partnerships, limited
partnerships, limited liability companies or other entities, and other property
now or at any time under the control of the Purchaser, it being understood that
the Seller's interest in, respectively, Princeton Video Image Europe, N.V.,
Revolution Company, LLC, and Princeton Video Image Israel, Ltd. are subject to
Transfer Restrictions;
(c) all real property and leasehold interests in real property,
together with all improvements and fixtures thereon and interests therein, any
prepaid rent, security deposits and options to renew or purchase thereunder;
(d) all inventory, equipment, machinery, tools, computer systems
(including all hardware and software), furniture, trade fixtures, personalty,
vehicles, and other personal property, whether owned, leased or otherwise held
by the Seller, and all rights of the Seller under or pursuant to all warranties,
representations and guaranties made by suppliers, manufacturers and contractors
in connection with the products sold to or services provided to the Seller, or
affecting the property heretofore described;
(e) all office and other supplies, tools, spare parts, advertising, and
promotional materials;
(f) all common law and registered trademarks or copyrights and all
license agreements relating thereto and unregistered trademarks or copyrights,
logos, service marks, trade dress, trade names and copyrightable words,
including without limitation, the name "Princeton Video Image," and all
applications, registrations, certificates, Section 8 affidavits (stating that a
xxxx has been in continual use), renewals, investigations, search reports,
histories and other documents or files pertaining thereto;
(g) all patents and patent applications, as well as all reissues,
divisions, continuations and continuation-in-part applications and any other
patents issuing thereon, and all license
agreements and other agreements which relate to inventions and discoveries and
any patent applications and patents thereon, as well as improvements therein
which are owned, licensed, used or held for use by or on behalf of the Seller;
(h) all technical information and know-how, confidential and
non-confidential, which is used or held for use by or on behalf of the Seller,
including, without limitation, all inventions, processes, formulae and all
discoveries, improvements, trade secrets and confidential data, whether or not
patented or patentable and whether or not copyrighted or copyrightable, computer
software (including, without limitation, source codes and object codes),
software licenses, patterns, plans, designs, research data, trade secrets and
other proprietary know-how, formulae and manufacturing, sales, service or other
processes, operating manuals, drawings, technology, equipment and parts lists
(with related descriptions and instructions), manuals, data, records,
procedures, product packaging instructions, product specifications, analytical
methods, sources and specifications for raw materials, toxicity and general
health and safety information, environmental compliance and regulatory
information, research and development records and reports and other documents
relating to the foregoing and all licenses, approvals, authorizations or other
rights to use intellectual property rights of others;
(i) all of the Seller's rights in and under the agreements to which the
Seller is a party, mortgages, instruments, leases for personal property,
customer contracts, insurance policies, marketing agreements, joint venture,
partnership or similar agreements, and other agreements;
(j) all transferable licenses, permits, filings and other governmental
authorizations;
(k) all manufacturer's, supplier's, contractor's and seller's
warranties made to the Seller, or affecting the property, machinery or equipment
used by the Seller, and all rights of a successor employer for employment tax
and unemployment insurance purposes under applicable law (should the Purchaser
choose to avail itself thereof);
(l) blueprints, instruction manuals, maintenance manuals, reports and
similar documents;
(m) all right, title and interest of the Seller in and to all Business
Information (as defined below) and related books and records used by the Seller
in the operation of its business, including, but not limited to, files, computer
data, computer discs and tapes, invoices, credit and sales records, personnel
records (subject to applicable law), payroll, current and former customer lists
(including customer contracts and agreements), current and former supplier lists
(including supplier cost information), manuals, drawings, business plans and
other plans and specifications, sales literature, current price lists and
discounts, promotional signs and literature, marketing and sales programs,
manufacturing and quality control records and procedures and any other files and
records relating to the Seller's business, whether or not held by the Seller or
a third party (collectively, the "Business Information"); provided, however,
that the Seller shall have the right to complete access to, and the right to
copy the Business Information for any reasonable purpose, including, without
limitation, the right to access and copy (i) all business records relating to
tax returns or which are reasonably necessary to substantiate all entries on
such tax returns or otherwise reasonably necessary in connection with any audit
or other examination of such
returns; (ii) all business records which are reasonably required by the Seller
to defend against any liabilities, claims or assessments for which the Seller is
or may be legally responsible, or for which the Seller is required to indemnify
the Purchaser; and (iii) any other records for which the Seller can demonstrate
a legitimate need; and
(n) all goodwill of the Seller arising out of or associated with its
business.
SCHEDULE B
Princeton Video Image Europe, N.V., a corporation formed under the laws
of Belgium. Seller owns 90% of the outstanding capital stock of Princeton Video
Image Europe, N.V.; Interactive Media, S.A. owns the remaining 10% of the
outstanding capital stock.
Princeton Video Image Israel, Ltd., a corporation formed under the laws
of Israel. The Seller is the owner of 100% of the equity interests in Princeton
Video Image Israel, Ltd.
Princeton Video Image Latin America, L.L.C., a New Jersey limited
liability company. Seller is the sole member of Princeton Video Image Latin
America, L.L.C.
PVI LA, LLC, a Delaware limited liability company. Princeton Video
Image Latin America, L.L.C. is the sole member of PVI LA, LLC. Seller is the
indirect owner of all outstanding equity interests in this company.
Publicidad Virtual, S.A. de C.V., a company formed under the laws of
Mexico. Seller owns 5% of the outstanding capital stock of Publicidad Virtual,
S.A. de C.V.; PVI LA, LLC owns the remaining 95% of the outstanding capital
stock. Seller is the indirect owner of all outstanding equity interests in
Publicidad Virtual, S.A. de C.V.
Revolution Company, L.L.C., a Delaware limited liability company.
Seller owns a 25% interest in the Revolution Company, L.L.C., with CBS
Technology Corporation owning 40% and Core Digital Technologies, Inc. owning
35%.
Pineapplehead, Ltd., an Australian Company. The Seller owns less than
3% of the issued and outstanding shares of Pineapplehead, Ltd.
SCHEDULE C
U.S. Patents.
Patent No. 5,264,933, which relates to basic pattern recognition video
insertion technology, was issued on November 23, 1993, will expire on January
28, 2012 and was assigned to the Seller on January 22, 1992.
Patent No. 5,543,856, which relates to the use of remote insertion of
images that might be useful in a narrow casting application, was issued on
August 6, 1996, will expire on October 27, 2013 and was assigned to the Seller
on October 22, 1993.
Patent No. 5,627,915, which relates to a pattern recognition system using
templates, was issued on May 6, 1997, will expire on January 31, 2015, and was
assigned to the Seller on January 30, 1995.
Patent No. 5,808,695, which relates to a method of tracking scene motion
for live video insertion systems, was issued on September 15, 1998 and will
expire on December 29, 2015 and was assigned to the Seller on December 27, 1995.
Patent No. 5,892,554, which relates to inserting live and moving objects
into scenes, was issued to the Seller on April 6, 1999, will expire on November
28, 2015, and was assigned to the Seller on March 31, 1998.
Patent No. 5,953,076, which relates to techniques for occlusion
processing, was issued on September 14, 1999 and will expire on June 12,
2016.
Patent No. 6,100,925, which relates to techniques for combining camera
sensors with image processing, was issued on August 8, 2000, and will expire on
November 25, 2017.
Patent No. 6,184,937, which relates to audio enhancement of the inserts,
was issued on February 20 2001 and will expire on March 14, 2017.
U.S. Trademarks.
L-VIS(R), C-TRAK(TM)
Foreign Patents and Trademarks
Australia Patent No. 687,086
Spain Patent Nos. 0746942, 0792068, 000000
Xxxxxx Patent Nos. 0746942, 0796541, 0792068
UK Patent Nos. 0746942, 0792068, 000000
Xxxxx Patent No. 0746942, 0792068, 0796541, 595808, 0000000
Xxxxx Patent Nos. 0000000, 3155173
Luxemburg Patent No. 0000000
Xxxxxx Patent Nos. 188,649, 183,569, 194066, 196502
Netherlands Patent No. 0746942, 0792068, 595808, 0796541
Xxx Xxxxxxx Xxxxxx Xx. 000000
Xxxx Patent No. 858
Russia Patent No. 2144279
Australia Patent No. 698648
Europe Patent Nos. 0792068, 0796541, 000000
Xxxxxx Patent Nos. 3032500, 3031285, 3030996, 0792068
Sweden Patent Nos. 792,063, 596,541, 595,808, 0792068, 000000
Xxxxxxxxx Patent Nos. AR 252895 V1, AR 002497 B1, AR 000000
Xxxxxxxxx Prwnr Nos. 50,533, 40,825
Belgium Patent Nos. 0792068, 000000
Xxxxxxx Patent No. 69421554.6-08, 595808, 69602515.9-08
Licensed Rights to the Seller
License granted pursuant to the Research Agreement between the
Seller and Xxxxx Xxxxxxx Research Center, Inc. dated November 4, 1990, as
amended.
License granted pursuant to the License Agreement between the Seller and
Theseus Research, Inc. dated December 18, 1995.
Licenses granted pursuant to the Cross-License Agreement among the Seller,
Sportvision, Inc. and the others named therein dated as of July 29, 2002.
Applications.
Chile Applications No. 153-96
EU Application No. 96905244.8
Xxxxxxxxx Xxxxxxxxxxx Xx. XX 000-00
Xxxxxx Application No. SN P19405641-2
Canada Application No. 2,175,038
Xxxxx Xxxxxxxxxxx Xx. 0000-00
Xxxxx Application No. 941 93937.5
Germany Application No. 69409407.2-08
EU EPO Application No. 94924588.0, priority date of 10/27/93, grant issued
2/19/98; validated in 10 European countries.
Korea Application No. SN 96-702,186
Singapore Application No. 9604188-4
Belgium Validation of 3780.107.1, unknown status
Germany Application No. 6942155472
Spain validation application of 3780-107.1EP, Patent No. 000000
Xxxxxx validation application of 3780-107.1EP, Patent No. 000000
Xxxxx Application No. 00000XX/0000
Xxxxxxxxxxx validation application of 3780-107.1EP, Patent No. 000000
Xxxxx Application No. 1224-93
EU EPO Application No. 9191562.8 (EP 3780-109)
Germany validation of EP 3780-109, EPO Application No. 9191562.8
Spain validation of EP 3780-109, EPO Application No. 9191562.8
France validation of EP 3780-109, EPO Application No. 9191562.8
UK validation of EP 3780-109, EPO Application No. 9191562.8
Italy validation of EP 3780-109, EPO Application No. 9191562.8
Netherlands Certification of Domicile on EP 3780-109, XXX
Xxxxxxxxxxx Xx. 0000000.0
Xxxxxxxxx Application "Television Displays Having Selected Inserted
Displays", coincides with EP 3780-109, EPO Application No. 9191562.8
Argentina Application based on U.S. Patent 5,892,554
Xxxxxx Xxxxxxxxxxx Xx. 0000000
Xxxxx SN 1067-96, 1068-96
EU EPO Application No. 00000000.9
Japan Application based on U.S. Patent 5,892,554
Xxxx XX 00000.00
Xxxxxx Application No. 9608944.
Germany validation of EPO Application No. 96921560.7 (Patent No. 0796541)
Spain validation of EPO Application No. 96921560.7 (Patent No. 0796541)
France validation of EPO Application No. 96921560.7 (Patent No. 0796541)
UK validation of EPO Application No. 96921560.7 (Patent No. 0796541)
Italy validation of EPO Application No. 00000XX/00
Xxxxx Application No. 9-503299
Netherlands validation of EPO Application No. 96921560.7 (Patent No.
0796541)
Brazil application based on U.S. Application No. PCT/US97/04083
EU EPO Application No. 00000000.3
Japan Application No. 09-538866, laid open as No. 2000-509236
Mexico Application No. 988,955
Brazil Application No. 9714971-3
EU EPO Application No. 00000000.0
Japan Application No. 10-524822
Mexico Application No. 99-4772
U.S. Application No. 09/308,949, Motion Tracking Using Image-Texture
Templates
EU Application No. PCT/US97/21608, Motion Tracking Using
Image-Texture Templates
U.S. Application No. 09/331,332, Set Top Device Enhanced for
Targeted Electronic Insertion Into Video
Brazil Application No. 9714970-5, 9714970-6
China Application No. 97180124.X
EU EPO Application No. 00000000.4
Japan Application No. 10-524821
Mexico Application No. 00-0000
Xxxxxx Application No. SN 9714949-7
EU EPO Application No. 00000000.3
Japan Application No. 10-528931
Mexico Application No. 99-5800.
EU Application No. PCT/US99/01399, Event Linked Insertion of Indicia
Into Video
Xxxxxxxxx Xxxxxxxxxxx Xx. X00 00 00000
Xxxxxx Application No. P19907194-0
Chile Application No.1999-1844
EU filed
Xxxxxx XX 0000
Xxxxx filed by Xxxxx Xxxxx
U.S. Patent Application No. 09/600,768
U.S. Provisional Application No. 60/115,666
U.S. Provisional Application No. 60/129,812, Method and Apparatus to
Overlay Comparative Time Determined Positional Data in a Video Display
(inactive provisional)
U.S. Application No. 09/551,824, Method and Apparatus to Overlay
Comparative Time Determined Positional Data in a Video Display
EU PCT/US00/10012, Method and Apparatus to Overlay Comparative Time
Determined Positional Data in a Video Display (European counterpart)
U.S. Application No. 09/734,710 (from Provisional 60/170,394)
2-D/3-D Recognition/Tracking Algorithm for Soccer Application
EU PCT/US00/33672, 2-D/3-D Recognition/Tracking Algorithm for Soccer
Application (European counterpart)
U.S. Provisional Application 60/170,398, System and Method of Real
Time Insertion Into Video With Occlusion on Area Containing Multiple
Colors (inactive provisional)
U.S. Application No. 09/734,709, System and Method of Real Time
Insertion Into Video With Occlusion on Area Containing Multiple Colors
(from provisional SN 60/170,398)
U.S. Application No. 09/230,099, Image Insertion In Video Streams
Using a Combination of Physical Sensors and Pattern Recognition
EU Application No. PCT/US97/21607, Image Insertion In Video Streams
Using a Combination of Physical Sensors and Pattern Recognition
EU Application No. PCT/US97/04083, Audio Enhanced Electronic
Insertion of Indicia Into Video
EU Application No. PCT/US96/10166, System and Method of Real Time
Insertions Into Video Using Adaptive Occlusion With a Synthetic Reference
Image
EU Application No. PCT/US96/10163, System and Method for Inserting
Static and Dynamic images Into a Live Video Broadcast
EU Application No. PCT/US96/10164, Method for Tracking Scene Motion
for Live Video Insertion Systems
EU Application No. PCT/US96/01125, Live Video Insertion System
Including Template Matching
EU Application No. PCT/US94/08863, Downstream Control of Electronic
Billboard
EU Application No. PCT/US91/05174, Television Displays Having
Selected Inserted Indicia
EPO Application No. 00922186.2, Method To Overlay Comparative Time
Determined Positional Data in a Video Stream
U.S. Provisional Application No. 10/115,136, A System for Implanting
an Image into a Video Stream
EPO Application No. 00922186.2, A System for Implanting an Image
into a Video Stream
Korea Application No. 95-702186
U.S. Provisional Application No. 60/000279, Inserting Static and
Dynamic Images into Live Video
EPO Application No. 96911559.9, Inserting Static and Dynamic Images
into Live Video
Japan Application No. 9-503297
U.S. Provisional Application No. 60/031883, Camera Tracking
U.S. Provisional Application No. 60/038143, Image Insertion
U.S. Provisional, Application No. 60/034517, Set Top Device
EPO Application No. 99905457.1-2202, Event Linked Insertion
Japan Application No. 2000-529081, Event Linked Insertion
U.S. Provisional Application No. 60/072354, Event Linked Insertion
U.S. Application No. 09/482,440
Brazil Application No. 9610777, Method of Tracking
Japan Application No. 9-50398, Method of Tracking
Mexico Application No. 9710192, Method of Tracking
Brazil Application No. PI9709751-9, Enhanced Audio
Subsidiaries' Intellectual Property
Princeton Video Image Israel, Ltd., acquired the following parents from
SciDel Technologies, Ltd. ("SciDel"), in February 2002.
U.S Patents
Patent No. 5,491,517, which relates to recognizing a known pattern
on the field, was issued on February 13, 1996 and the rights to which were
Patent No. 5,731,846 is a continuation of 5,491,517 above which
relates to recognizing a known pattern on the field, was issued on March
24,1998 and the rights to which were acquired by Princeton Video Image
Israel, Ltd. from SciDel in February 2002.
Foreign Patents
Australia Patent No. 692,529
Bulgaria Patent No. 61,114
Czech Republic No. 286,248
Israel Patent Nos. 108,957, 103,002, 115,288
India Patent No. 1,834,210
Korea Patent No. 260,786
Latvia Patent No. 11,716
New Zealand Patent No. 282,275
Poland Patent No. 176,135
Taiwan Patent No. NI 105,845
Vietnam Patent Xx. 000
Xxxxx Xxxxxx Patent No. 95/1403
Mexico Patent No. 000000
Xxxxxxxxx Prwnr No. 34,536
Hungary Patent No. 22049
EPO Patent No. 0750819
Applications
Brazil Application No. PI950757-5
China Application No. 95 1 92084.7
Japan Application No. 7-524038
Philippines Application No. 00000
Xxxxxxxxx Application Nos. 10511/99
XXX Xxxxxxxxxxx Xx. 00000000.0
Xxxx Xxxx Application No. 00102275.2
Israel Application No. 122194
U.S. Application No. 09/351,329
Canada Application No. 2,179,031
Norway Application No. P963811
