{"id":41373,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/warrant-termination-agreement-electronic-data-systems-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"warrant-termination-agreement-electronic-data-systems-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/warrant-termination-agreement-electronic-data-systems-corp.html","title":{"rendered":"Warrant Termination Agreement &#8211; Electronic Data Systems Corp., EDS CoNext Inc. and Ariba Inc."},"content":{"rendered":"<pre>                          WARRANT TERMINATION AGREEMENT\n\n\n         THIS WARRANT TERMINATION AGREEMENT (the \"Agreement\") is entered into as\nof December 21, 2000 (the \"Effective Date\") by and among Electronic Data Systems\nCorporation, a Delaware corporation (\"EDS\"), EDS CONEXT, INC., a Delaware\ncorporation and an indirect wholly-owned subsidiary of EDS (\"EDS CoNext\"), and\nARIBA, INC., a Delaware corporation (\"Ariba\").\n\n                                   WITNESSETH:\n\n         WHEREAS, EDS CoNext is the holder of (a) the Ariba, Inc. Class A Common\nStock Purchase Warrant, dated as of January 1, 2000 and attached hereto as\nExhibit A, (b) the Ariba, Inc. Class B Common Stock Purchase Warrant, dated as\nof January 1, 2000 and attached hereto as Exhibit B, (c) the Ariba, Inc. Class\nC-1 Common Stock Purchase Warrant, dated as of January 1, 2000 and attached\nhereto as Exhibit C, (d) the Ariba, Inc. Class C-2 Common Stock Purchase\nWarrant, dated as of January 1, 2000 and attached hereto as Exhibit D and (e)\nthe Ariba, Inc. Class D Common Stock Purchase Warrant, dated as of January 1,\n2000 and attached hereto as Exhibit E (collectively, the \"Ariba Warrants\"); and\n\n         WHEREAS, Ariba is the holder of (a) the EDS CoNext, Inc. Class A Common\nStock Purchase Warrant, dated as of January 1, 2000 and attached hereto as\nExhibit F and (b) the EDS CoNext, Inc. Class B Common Stock Purchase Warrant,\ndated as of January 1, 2000 and attached hereto as Exhibit G (collectively, the\n\"EDS CoNext Warrants\"); and\n\n         WHEREAS, Ariba, EDS and EDS CoNext are parties to the Shareholders'\nAgreement dated as of January 1, 2000, a copy of which is attached hereto as\nExhibit H (the \"Shareholders' Agreement\"); and\n\n         WHEREAS, Ariba and EDS CoNext are parties to (a) the EDS CoNext, Inc.\nRegistration Rights Agreement dated as of January 1, 2000, a copy of which is\nattached hereto as Exhibit I (the \"EDS CoNext Registration Rights Agreement\")\nand (b) the Ariba, Inc. Registration Rights Agreement dated as of January 1,\n2000, a copy of which is attached hereto as Exhibit J (the \"Ariba Registration\nRights Agreement\"); and\n\n         WHEREAS, the Ariba Warrants and the EDS CoNext Warrants were issued,\nand the Shareholders' Agreement, the EDS CoNext Registration Rights Agreement\nand the Ariba Registration Rights Agreement were executed, pursuant to the terms\nof that certain Amended and Restated Alliance Agreement between EDS CoNext and\nAriba dated December 31, 1999 (the \"Predecessor Alliance Agreement\"); and\n\n         WHEREAS, concurrently with the execution of this Agreement, Ariba and\nEDS are executing an Alliance Agreement dated December 21, 2000 (the \"Successor\nAlliance\n\n\n\nAgreement\") which, among other provisions, terminates the Predecessor Alliance \nAgreement; and\n\n         WHEREAS, pursuant to the terms of the Successor Alliance Agreement,\nAriba and EDS (for itself and on behalf of EDS CoNext) have agreed to the\nexecution of this Agreement providing for the termination of (a) each of the\nAriba Warrants, (b) each of the EDS CoNext Warrants, (c) the Shareholders'\nAgreement, (d) the EDS CoNext Registration Rights Agreement and (e) the Ariba\nRegistration Rights Agreement, in each case effective upon the execution by\nAriba and EDS of the Successor Alliance Agreement (the \"Effective Time\");\n\n         NOW, THEREFORE, in consideration of the foregoing recitals and the\nmutual promises herein contained, and for other consideration, the receipt and\nadequacy of which is hereby acknowledged, the parties hereto agree as follows:\n\n\n                                    ARTICLE 1\n                         WARRANT\/AGREEMENT TERMINATIONS\n\n         1.1 ARIBA WARRANTS. Each of the Ariba Warrants is hereby terminated in\nits entirety as of the Effective Time and, from and after the Effective Time,\nshall be null and void and of no further force or effect. EDS CoNext delivers\nherewith to Ariba the original of each such Ariba Warrant for cancellation by\nAriba. EDS CoNext hereby represents and warrants that it has not sold, pledged\nor otherwise transferred any interest in, nor has it purported to sell, pledge\nor otherwise transfer any interest in, the Ariba Warrants or the securities\nunderlying such warrants.\n\n         1.2 EDS CONEXT WARRANTS. Each of the EDS CoNext Warrants is hereby\nterminated in its entirety as of the Effective Time and, from and after the\nEffective Time, shall be null and void and of no further force or effect. Ariba\ndelivers herewith to EDS CoNext the original of each such EDS CoNext Warrant for\ncancellation by EDS CoNext. Ariba hereby represents and warrants that it has not\nsold, pledged or otherwise transferred any interest in, nor has it purported to\nsell, pledge or otherwise transfer any interest in, the EDS CoNext Warrants or\nthe securities underlying such warrants.\n\n         1.3 OTHER AGREEMENTS. The Shareholders' Agreement, the EDS CoNext\nRegistration Rights Agreement and the Ariba Registration Rights Agreement are\neach hereby terminated in their entirety as of the Effective Time and, from and\nafter the Effective Time, shall be of no further force or effect.\n\n\n                                   ARTICLE 2\n                                  MISCELLANEOUS\n\n     2.1 BINDING NATURE AND ASSIGNMENT. This Agreement shall be binding on the\nparties and their successors and permitted assigns.\n\n\n                                        2\n\n\n     2.2 SEVERABILITY. If any provision of this Agreement is invalid or\nunenforceable, such invalidity shall not invalidate or render unenforceable any\nother part of this Agreement, but it shall be construed as not containing the\nparticular provision or provisions held to be invalid or unenforceable.\n\n     2.3 GOVERNING LAW. This Agreement and all the rights and duties of the\nparties arising from or relating in any way to the subject matter of this\nAgreement shall be governed by, construed, and enforced in accordance with the\nlaws of the State of Delaware (excluding Delaware conflict of laws provisions).\n\n     2.4 NO ORAL MODIFICATIONS. None of the parties shall be bound by any\nconditions, definitions, understandings or representations with respect to the\nsubject matter of this Agreement other than as expressly provided herein.\n\n     2.5 ENTIRE AGREEMENT. This Agreement, consisting of all of the pages of\nthis instrument, together with the Successor Alliance Agreement and all of the\nexhibits and schedules thereto, sets forth the entire, final and exclusive\nagreement between the parties as to the subject matter hereof and supersedes all\nprior and contemporaneous agreements, understandings, negotiations and\ndiscussions, whether oral or written, between the parties.\n\n         IN WITNESS WHEREOF, each of the parties hereto has caused this\nAgreement to be executed by its respective officer thereunto duly authorized as\nof the day and year first above written.\n\n\nELECTRONIC DATA SYSTEMS                ARIBA, INC.\nCORPORATION\n\n\n\nBy: \/s\/ GEORGE M. ABIGAIL          By: \/s\/ ALLISON CHAO\n   ----------------------------       -----------------------------------------\n\nName: George M. Abigail            Name: Allison Chao\n     --------------------------         ---------------------------------------\n\nTitle: Vice President              Title: Vice President &amp; Corporate Controller\n      -------------------------          --------------------------------------\n\nEDS CONEXT, INC.\n\n\n\nBy: \/s\/ GEORGE M. ABIGAIL\n   --------------------------------\n\nName: George M. Abigail\n     ------------------------------\n\nTitle: Vice President\n      -----------------------------\n\n                                       3\n\n\n\n                                    EXHIBIT A\n\n                Ariba, Inc. Class A Common Stock Purchase Warrant\n\n\n\n                                       4\n\n\n\n                                    EXHIBIT B\n\n                Ariba, Inc. Class B Common Stock Purchase Warrant\n\n\n\n                                       5\n\n\n\n                                    EXHIBIT C\n\n               Ariba, Inc. Class C-1 Common Stock Purchase Warrant\n\n\n\n                                       6\n\n\n\n                                    EXHIBIT D\n\n               Ariba, Inc. Class C-2 Common Stock Purchase Warrant\n\n\n\n                                       7\n\n\n\n                                    EXHIBIT E\n\n                Ariba, Inc. Class D Common Stock Purchase Warrant\n\n\n\n                                       8\n\n\n\n                                    EXHIBIT F\n\n             EDS CoNext, Inc. Class A Common Stock Purchase Warrant\n\n\n\n                                       9\n\n\n\n                                    EXHIBIT G\n\n             EDS CoNext, Inc. Class B Common Stock Purchase Warrant\n\n\n                                       10\n\n\n\n                                    EXHIBIT H\n\n                             Shareholders' Agreement\n\n\n\n                                       11\n\n\n\n                                    EXHIBIT I\n\n                    EDS CoNext Registration Rights Agreement\n\n\n\n                                       12\n\n\n\n                                    EXHIBIT J\n\n                       Ariba Registration Rights Agreement\n\n\n\n                                       13\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6749,7432],"corporate_contracts_industries":[9510,9513],"corporate_contracts_types":[9560,9572],"class_list":["post-41373","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ariba-inc","corporate_contracts_companies-electronic-data-systems-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-technology__software","corporate_contracts_types-finance","corporate_contracts_types-finance__warrant"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41373","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41373"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41373"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41373"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41373"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}