{"id":43351,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/common-stock-and-warrant-purchase-agreement-pixar-and-disney.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"common-stock-and-warrant-purchase-agreement-pixar-and-disney","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/common-stock-and-warrant-purchase-agreement-pixar-and-disney.html","title":{"rendered":"Common Stock and Warrant Purchase Agreement &#8211; Pixar and Disney Enterprises Inc."},"content":{"rendered":"<pre>\n                  COMMON STOCK AND WARRANT PURCHASE AGREEMENT\n\n                         DATED AS OF FEBRUARY 23, 1997\n\n                                 BY AND BETWEEN\n\n                                     PIXAR\n\n                                      AND\n\n                            DISNEY ENTERPRISES, INC.\n\n                                TABLE OF CONTENTS\n\n\n\n                                                                                PAGE\n                                                                                ----\n\n                                                                              \nSECTION 1  SALE OF COMMON STOCK AND WARRANTS....................................  1\n      1.1   Sale of Common Stock and Warrants...................................  1\n      1.2   Closing Date........................................................  1\n      1.3   Delivery............................................................  1\n      1.4   Legend..............................................................  1\n\nSECTION 2  REPRESENTATIONS AND WARRANTIES OF THE COMPANY........................  2\n      2.1   Organization........................................................  2\n      2.2   Capitalization......................................................  2\n      2.3   Authorization.......................................................  3\n      2.4   No Conflict.........................................................  3\n      2.5   Accuracy of Reports.................................................  3\n      2.6   Financial Statements and Changes....................................  4\n      2.7   Governmental Consent, etc...........................................  4\n\nSECTION 3  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER......................  4\n      3.1   Investment..........................................................  4\n      3.2   Organization........................................................  5\n      3.3   Authority...........................................................  5\n      3.4   Government Consents, etc............................................  5\n      3.5   Investigation.......................................................  5\n      3.6   Financing...........................................................  5\n\nSECTION 4  CONDITIONS TO OBLIGATIONS OF THE PURCHASER...........................  6\n      4.1   Representations and Warranties Correct..............................  6\n      4.2   Covenants...........................................................  6\n      4.3   Opinion of Company's Counsel........................................  6\n      4.4   No Order Pending....................................................  6\n      4.5   HSR Act.............................................................  6\n      4.6   No Law Prohibiting or Restricting Such Sale.........................  6\n      4.7   Compliance Certificate..............................................  6\n\nSECTION 5  CONDITIONS TO OBLIGATIONS OF COMPANY.................................  7\n      5.1   Representations and Warranties Correct..............................  7\n      5.2   Covenants...........................................................  7\n      5.3   No Order Pending....................................................  7\n      5.4   HSR Act.............................................................  7\n      5.5   No Law Prohibiting or Restricting Such Sale.........................  7\n      5.6   Compliance Certificate..............................................  7\n\n\n\n                                       -i-\n\n                                TABLE OF CONTENTS\n                                   (CONTINUED)\n\n\n\n                                                                                PAGE\n                                                                                ----\n                                                                              \nSECTION 6  COVENANTS OF THE COMPANY AND THE PURCHASER...........................  8\n      6.1   Market Standoff.....................................................  8\n      6.2   Registration Rights Agreement.......................................  8\n\nSECTION 7  MISCELLANEOUS........................................................  9\n      7.1   Termination of Agreement............................................  9\n      7.2   Effect of Termination...............................................  9\n      7.3   Best Efforts........................................................  9\n      7.4   Governing Law.......................................................  9\n      7.5   Survival............................................................  9\n      7.6   Successors and Assigns..............................................  9\n      7.7   Entire Agreement; Amendment.........................................  9\n      7.8   Notices............................................................  10\n      7.9   Brokers............................................................  11\n      7.10  Severability.......................................................  11\n      7.11  Injunctive Relief..................................................  11\n      7.12  Costs and Expenses.................................................  11\n      7.13  No Third Party Rights..............................................  11\n      7.14  Publicity..........................................................  11\n      7.15  Captions and Headings..............................................  12\n      7.16  Counterparts.......................................................  12\n\n\n\n                                      -ii-\n\n                   COMMON STOCK AND WARRANT PURCHASE AGREEMENT\n\n\n      THIS COMMON STOCK AND WARRANT PURCHASE AGREEMENT (the 'Agreement') is\ndated as of February 23, 1997, by and between PIXAR, a California corporation\n(the 'Company') and Disney Enterprises, Inc., a Delaware corporation and wholly\nowned subsidiary of The Walt Disney Company (the 'Purchaser').\n\n\n                                    SECTION 1\n\n                        SALE OF COMMON STOCK AND WARRANTS\n\n      1.1 Sale of Common Stock and Warrants. Subject to the terms and conditions\nhereof, the Company will issue and sell to the Purchaser, and the Purchaser will\npurchase from the Company, at the Closing (as defined below), (i) 1,000,000\nshares (the 'Shares') of the Company's common stock (the 'Common Stock'), at a\npurchase price of $15.00 per share, for an aggregate purchase price of\n$15,000,000, and (ii) two warrants (for other good and valuable consideration\nhereby acknowledged): one warrant ('Warrant A') to purchase up to 750,000 shares\nof the Company's Common Stock (the 'Warrant A Shares') at an exercise price of\n$20.00 per share; and one warrant ('Warrant B') to purchase up to 750,000 shares\nof the Company's Common Stock (the 'Warrant B Shares') at an exercise price of\n$25.00 per share (together, Warrant A and Warrant B shall hereinafter be\nreferred to as the 'Warrants,' and the Warrant A Shares and the Warrant B Shares\ntogether shall hereinafter be referred to as the 'Warrant Shares'), and on such\nother terms and conditions as are specified in the form of Common Stock Purchase\nWarrant attached as Exhibit A hereto.\n\n      1.2 Closing Date. The closing of the purchase and sale of the Shares and\nthe Warrants (the 'Closing') shall be held at the law offices of Wilson Sonsini\nGoodrich &amp; Rosati, 650 Page Mill Road, Palo Alto, California at 10:00 a.m. not\nlater than the third business day following expiration or early termination of\nall waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements Act\nof 1976 (the 'HSR Act') and satisfaction of all closing conditions set forth in\nSections 4 and 5 hereof or at such other time and place upon which the Company\nand the Purchaser shall mutually agree (the date of the Closing is hereinafter\nreferred to as the 'Closing Date').\n\n      1.3 Delivery. At the Closing, the Company will deliver to the Purchaser\n(i) a certificate registered in the name of the Purchaser representing the\nShares, against payment of the purchase price therefor by check payable to the\norder of the Company or by wire transfer in same day funds to the Company's\naccount, and (ii) the duly executed Warrants.\n\n      1.4 Legend. The certificate for the Shares shall be subject to a legend\nrestricting transfer under the Securities Act of 1933, as amended (the\n'Securities Act'), and referring to restrictions on transfer herein, such\nlegends to be substantially as follows:\n\n\n                                       -1-\n\n            'The securities represented by this certificate have been acquired\n      for investment and have not been registered under the Securities Act of\n      1933. Such securities may not be sold or transferred in the absence of\n      such registration or an opinion of counsel satisfactory to the Company as\n      to the availability of an exemption from such registration.'\n\n            'The securities represented by this certificate are subject to\n      restrictions on transfer, including any sale, pledge or other\n      hypothecation, as set forth in a certain Common Stock and Warrant Purchase\n      Agreement dated as of February 23, 1997, a copy of which may be obtained\n      at no cost by written request made by the holder of record of this\n      certificate to the corporate secretary of the Company at the Company's\n      principal executive offices.'\n\n\n                                    SECTION 2\n\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n      The Company hereby represents and warrants to the Purchaser as follows:\n\n      2.1 Organization. The Company is a corporation duly organized and validly\nexisting under the laws of the State of California and is in good standing under\nsuch laws. The Company has all requisite corporate power and authority to own,\nlease and operate its properties and assets, and to carry on its business as\npresently conducted. The Company is qualified to do business as a foreign\ncorporation in each jurisdiction in which the ownership of its property or the\nnature of its business requires such qualification, except where failure to so\nqualify would not have a material adverse effect on the Company. The Company has\nfurnished to the Purchaser true and correct copies of its Articles of\nIncorporation and Bylaws, each as amended to date, and will furnish upon request\nto the Purchaser true and correct copies of any amendments thereto through the\nterm of this Agreement.\n\n      2.2 Capitalization. The authorized capital stock of the Company consists\nof 100,000,000 shares of Common Stock, of which at December 31, 1996, 39,413,102\nshares were issued and outstanding and 5,000,000 shares of Preferred Stock, of\nwhich at December 31, 1996, no shares were issued and outstanding. All such\nissued and outstanding shares have been duly authorized and validly issued and\nare fully paid and nonassessable. As of December 31, 1996, the Company has\nreserved a total of 13,000,000 shares of its Common Stock for issuance under its\n1995 Stock Plan, of which 10,486,898 shares are reserved for issuance upon\nexercise of outstanding options; and a total of 200,000 shares of its Common\nStock for issuance under its 1995 Director Option Plan, of which no shares are\nreserved for issuance upon exercise of outstanding options. In addition,\neffective upon the Closing, the Company has reserved such number of shares of\nCommon Stock as shall be necessary to provide for the exercise of the Warrants.\nExcept as provided or described in this Agreement, there are no other options,\nwarrants, conversion privileges or other contractual rights presently\noutstanding to purchase or otherwise acquire any authorized but unissued shares\nof the Company's capital stock or other securities.\n\n\n                                       -2-\n\n      2.3 Authorization. The Company has all corporate right, power and\nauthority to enter into this Agreement, the Registration Rights Agreement in\nsubstantially the form attached hereto as Exhibit B (the 'Registration Rights\nAgreement') and the Warrants and to consummate the transactions contemplated\nhereby and thereby. All corporate action on the part of the Company, its\ndirectors and shareholders necessary for the authorization, execution, delivery\nand performance of this Agreement, the Registration Rights Agreement and the\nWarrants by the Company, the authorization, sale, issuance and delivery of the\nShares and the Warrant Shares upon exercise of the Warrants pursuant to the\nterms thereof and the performance of the Company's obligations hereunder and\nunder the Registration Rights Agreement and the Warrants have been taken. This\nAgreement, the Registration Rights Agreement and the Warrants have been duly\nexecuted and delivered by the Company and constitute legal, valid and binding\nobligations of the Company enforceable in accordance with their respective\nterms, subject to laws of general application relating to bankruptcy, insolvency\nand the relief of debtors and rules of law governing specific performance,\ninjunctive relief or other equitable remedies, and to limitations of public\npolicy as they may apply to Section 7 of the Registration Rights Agreement. Upon\ntheir issuance and delivery pursuant to this Agreement, the Shares will be\nvalidly issued, fully paid and nonassessable. Upon exercise of the Warrants in\naccordance with the terms thereof, the Warrant Shares will be validly issued,\nfully paid and nonassessable. The issuance and sale of the Shares and the\nWarrant Shares upon exercise of the Warrants will not give rise to any\npreemptive rights or rights of first refusal on behalf of any person in\nexistence either on the date hereof or immediately prior to the Closing.\n\n      2.4 No Conflict. Subject to compliance with the HSR Act, the execution and\ndelivery of this Agreement, the Registration Rights Agreement and the Warrants\ndo not, and the consummation of the transactions contemplated hereby and thereby\nwill not, conflict with, or result in any violation of, or default (with or\nwithout notice or lapse of time, or both), or give rise to a right of\ntermination, cancellation or acceleration of any obligation or to a loss of a\nmaterial benefit, under, any provision of the Articles of Incorporation or\nBylaws of the Company, as amended, or any mortgage, indenture, lease or other\nagreement or instrument, permit, concession, franchise, license, judgment,\norder, decree, statute, law, ordinance, rule or regulation applicable to the\nCompany, its properties or assets, the effect of which would have a material\nadverse effect on the Company or materially impair or restrict its power to\nperform its obligations as contemplated hereby or thereby.\n\n      2.5 Accuracy of Reports. The Company has, since November 29, 1995, filed\nwith the Securities and Exchange Commission ('SEC') all forms, reports and\ndocuments (collectively, the 'SEC Reports') which it has been required to file\nunder the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and\nthe rules and regulations promulgated thereunder. Each of the SEC Reports\ncomplied as of its filing date in all material respects with all applicable\nrequirements of the Exchange Act. Except as subsequently disclosed or corrected\nin an SEC Report filed prior to the date of this Agreement, none of such SEC\nReports, including without limitation, any financial statement or schedule\nincluded therein, contained at the time filed any untrue statement of a material\nfact or omitted to state a material fact required to be stated therein, or\nnecessary in order to make the statements therein, in light of the circumstances\nunder which they were made, not misleading.\n\n\n                                       -3-\n\n      2.6 Financial Statements and Changes. The Company's (a) unaudited balance\nsheet as of September 30, 1996 and the related statements of income, cash flows\nand stockholders' equity for the interim periods then ended contained in the\nCompany's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996\nand (b) audited balance sheet as of December 31, 1995 and the related audited\nstatements of income, cash flows and stockholders' equity for the fiscal year\nthen ended contained in the Company's Annual Report on Form 10-K for the year\nended December 31, 1995 comply as to form in all material respects with\napplicable accounting requirements and with the published rules and regulations\nof the SEC with respect thereto, have been prepared in accordance with generally\naccepted accounting principles (except to the extent that certain footnote\ndisclosures regarding any period may have been omitted in accordance with the\napplicable rules of the SEC under the Exchange Act), consistently applied except\nas noted therein and except, in the case of unaudited interim financial\nstatements, for normal year-end adjustments, and fairly present the financial\nposition of the Company as of the respective dates set forth therein and the\nresults of operations and cash flows for the Company for the respective fiscal\nperiods set forth therein. Except as otherwise disclosed herein or in the SEC\nReports, since September 30, 1996, there has been no material adverse change in\nthe business, financial condition or results of operations of the Company, taken\nas a whole (other than on account of matters which generally affect the economy\nor the industry in which the Company is engaged).\n\n      2.7 Governmental Consent, etc. No consent, approval or authorization of or\ndesignation, declaration or filing with any governmental authority on the part\nof the Company is required in connection with the valid execution and delivery\nof this Agreement, or the offer, sale or issuance of the Shares or the Warrant\nShares upon exercise of the Warrants, or the consummation of any other\ntransaction contemplated hereby, except the filing of such forms with the United\nStates Department of Justice and the Federal Trade Commission as shall be\nrequired by the HSR Act and the expiration of any waiting periods thereunder and\nsuch filings as may be required to be made with the SEC and the National\nAssociation of Securities Dealers, Inc. ('NASD') and filings, if any, to be made\nin compliance with applicable blue sky requirements.\n\n\n                                    SECTION 3\n\n                 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER\n\n      The Purchaser hereby represents and warrants to the Company as follows:\n\n      3.1 Investment. The Purchaser will acquire the Shares, the Warrants and\nthe Warrant Shares for investment for its own account, not as a nominee or\nagent, and not with a view to, or for resale in connection with, any\ndistribution thereof. The Purchaser understands that the Shares, the Warrants\nand the Warrant Shares have not been, and will not be, registered (unless\npursuant to the Registration Rights Agreement) under the Securities Act by\nreason of a specific exemption from the registration provisions of the\nSecurities Act which depends upon, among other things, the bona fide nature of\nthe Purchaser's investment intent and the accuracy of the Purchaser's\nrepresentations as expressed herein.\n\n\n                                       -4-\n\n      3.2 Organization. The Purchaser is a corporation duly organized and\nvalidly existing and in good standing under the laws of the state of its\nincorporation, with all requisite corporate power and authority to own, lease\nand operate its properties and assets and to carry on its business as presently\nconducted.\n\n      3.3 Authority. The Purchaser has all corporate right, power and authority\nto enter into this Agreement and the Registration Rights Agreement and to\nconsummate the transactions contemplated hereby and thereby. The execution and\ndelivery of this Agreement and the Registration Rights Agreement by the\nPurchaser and the consummation by the Purchaser of the transactions contemplated\nhereby and thereby have been duly authorized by all necessary corporate action\non behalf of the Purchaser. This Agreement and the Registration Rights Agreement\nhave been duly executed and delivered by the Purchaser and constitute legal,\nvalid and binding obligations of the Purchaser, enforceable in accordance with\ntheir respective terms, subject to laws of general application relating to\nbankruptcy, insolvency and the relief of debtors and rules of law governing\nspecific performance, injunctive relief or other equitable remedies, and to\nlimitations of public policy as they may apply to Section 7 of the Registration\nRights Agreement. Subject to compliance with the HSR Act and such filings as may\nbe required to be made with the SEC and any exchange or quotation system on\nwhich the Purchaser's securities are listed or designated, the execution and\ndelivery of this Agreement and the Registration Rights Agreement do not, and the\nconsummation of the transactions contemplated hereby and thereby will not,\nconflict with or result in any violation of any obligation under any provision\nof the Restated Certificate of Incorporation or Bylaws of the Purchaser or any\njudgment, order, decree, statute, law, ordinance, rule or regulation applicable\nto the Purchaser.\n\n      3.4 Government Consents, etc. No consent, approval or authorization of or\ndesignation, declaration or filing with any governmental authority on the part\nof the Purchaser is required in connection with the valid execution and delivery\nof this Agreement, or the offer, sale or issuance of the Shares or the Warrants,\nthe issuance of the Warrant Shares upon exercise of the Warrants or the\nconsummation of any other transaction contemplated hereby, except the filing of\nsuch forms with the United States Department of Justice and the Federal Trade\nCommission as shall be required by the HSR Act and the expiration of any waiting\nperiods thereunder and such filings as may be required to be made with the SEC\nand any exchange or quotation system on which the Purchaser's securities are\nlisted or principally traded.\n\n      3.5 Investigation. The Purchaser has had a reasonable opportunity to\ndiscuss the Company's business, management and financial affairs with the\nCompany's management and the Purchaser has received satisfactory responses from\nmanagement of the Company to the Purchaser's inquiries.\n\n      3.6 Financing. The Purchaser has the funds, or has written commitments\nfrom responsible financial institutions, to provide the Company with the funds\nnecessary to consummate the transactions to occur at the Closing.\n\n\n                                       -5-\n\n                                    SECTION 4\n\n                   CONDITIONS TO OBLIGATIONS OF THE PURCHASER\n\n      The obligation of the Purchaser to purchase the Shares and the Warrants at\nthe Closing is subject to the fulfillment on or prior to the Closing Date of the\nfollowing conditions, any or all of which may be waived at the option of the\nPurchaser:\n\n      4.1 Representations and Warranties Correct. The representations and\nwarranties made by the Company in Section 2 hereof shall be true and correct in\nall material respects when made, and shall be true and correct in all material\nrespects on the Closing Date with the same force and effect as if they had been\nmade on and as of said date.\n\n      4.2 Covenants. All covenants, agreements and conditions contained in this\nAgreement to be performed by the Company on or prior to the Closing Date shall\nhave been performed or complied with in all material respects.\n\n      4.3 Opinion of Company's Counsel. The Purchaser shall have received from\nWilson Sonsini Goodrich &amp; Rosati, counsel to the Company, an opinion addressed\nto it, dated the Closing Date, in substantially the form attached hereto as\nExhibit C.\n\n      4.4 No Order Pending. There shall not then be in effect any order\nenjoining or restraining the transactions contemplated by this Agreement.\n\n      4.5 HSR Act. The Purchaser and the Company shall have filed such forms\nwith the United States Department of Justice and the Federal Trade Commission as\nshall be required by the HSR Act and the applicable waiting periods under such\nHSR Act shall have expired without notice from such governmental agencies that\nadditional inquiries are being made.\n\n      4.6 No Law Prohibiting or Restricting Such Sale. There shall not be in\neffect any law, rule or regulation prohibiting or restricting such sale, or\nrequiring any consent or approval of any person which shall not have been\nobtained to issue the Shares, the Warrants or the Warrant Shares.\n\n      4.7 Compliance Certificate. The Company shall have delivered to the\nPurchaser a certificate, executed on behalf of the Company by the Chief\nExecutive Officer or Chief Financial Officer of the Company, dated the Closing\nDate, and certifying to the fulfillment of the conditions specified in Sections\n4.1 and 4.2.\n\n\n                                       -6-\n\n                                    SECTION 5\n\n                      CONDITIONS TO OBLIGATIONS OF COMPANY\n\n      The Company's obligation to sell and issue the Shares and the Warrants at\nthe Closing is subject to the fulfillment on or prior to the Closing Date of the\nfollowing conditions, any or all of which may be waived at the option of the\nCompany:\n\n      5.1 Representations and Warranties Correct. The representations and\nwarranties made by the Purchaser in Section 3 hereof shall be true and correct\nin all material respects when made, and shall be true and correct in all\nmaterial respects on the Closing Date with the same force and effect as if they\nhad been made on and as of said date.\n\n      5.2 Covenants. All covenants, agreements and conditions contained in this\nAgreement to be performed by the Purchaser on or prior to the Closing Date shall\nhave been performed or complied with in all material respects.\n\n      5.3 No Order Pending. There shall not then be in effect any order\nenjoining or restraining the transactions contemplated by this Agreement.\n\n      5.4 HSR Act. The Purchaser and the Company shall have filed such forms\nwith the United States Department of Justice and the Federal Trade Commission as\nshall be required by the HSR Act and the applicable waiting periods under such\nHSR Act shall have expired without notice from such governmental agencies that\nadditional inquiries are being made.\n\n      5.5 No Law Prohibiting or Restricting Such Sale. There shall not be in\neffect any law, rule or regulation prohibiting or restricting such sale, or\nrequiring any consent or approval of any person which shall not have been\nobtained to issue the Shares, the Warrants or the Warrant Shares.\n\n      5.6 Compliance Certificate. The Purchaser shall have delivered to the\nCompany a certificate, executed on behalf of the Purchaser by an executive\nofficer of the Purchaser, dated the Closing Date, and certifying to the\nfulfillment of the conditions specified in Section 5.1 and 5.2 of this\nAgreement.\n\n\n                                       -7-\n\n                                    SECTION 6\n\n                   COVENANTS OF THE COMPANY AND THE PURCHASER\n\n\n\n      6.1   Market Standoff.\n\n            (a) Until the termination of this Agreement in accordance with\nSection 7.1 hereof, the Purchaser shall not, without the prior written consent\nof the Company, during the period commencing on the Closing Date and ending\nthree years after the Closing Date, offer, pledge, sell, contract to sell, sell\nany option or contract to purchase, purchase any option or contract to sell,\ngrant any option, right or warrant to purchase, or otherwise transfer or dispose\nof, directly or indirectly, any of the Shares, whether or not any such\ntransaction is to be settled by delivery of such Shares, in cash or otherwise.\n\n            (b) The Purchaser agrees in connection with any registration of the\nCompany's securities, upon request of the Company or the underwriters managing\nany underwritten offering of the Company's securities, during the period\ncommencing on the effective date of the registration statement and ending not\nmore than 180 days after the effective date of the registration statement, not\nto (i) offer, pledge, sell, contract to sell, sell any option or contract to\npurchase, purchase any option or contract to sell, grant any option, right or\nwarrant to purchase, or otherwise transfer or dispose of, directly or\nindirectly, any shares of the Company's Common Stock (other than those shares\nincluded in the registration pursuant to the exercise of rights pursuant to the\nRegistration Rights Agreement) or (ii) enter into any swap or other arrangement\nthat transfers to another, in whole or in part, any of the economic consequences\nof ownership of the Company's Common Stock, whether or not any such transaction\ndescribed in clause (i) or (ii) above is to be settled by delivery of such\nCommon Stock, in cash or otherwise, without the prior written consent of the\nCompany or such underwriters, as the case may be, for such period of time (not\nto exceed 180 days) from the effective date of such registration as may be\nrequested by the Company or such managing underwriters; provided, however, that\nthe Purchaser shall not be subject to this Section 6.1(b) unless all executive\nofficers and directors of the Company enter into similar agreements.\nNotwithstanding the foregoing, the obligations of the Purchaser contained in the\npreceding sentence shall not apply to up to 1,000,000 shares of the Company's\nCommon Stock during the period beginning 91 days from the effective date of the\nregistration statement.\n\n      6.2 Registration Rights Agreement. The Company shall enter into the\nRegistration Rights Agreement at or prior to the Closing in order to provide\nregistration rights to the Purchaser with respect to the Warrant Shares.\n\n\n                                       -8-\n\n                                    SECTION 7\n\n                                  MISCELLANEOUS\n\n\n      7.1 Termination of Agreement. This Agreement may be terminated at any\n          time:\n\n            (a) by the mutual consent of the Company and the Purchaser; or\n\n            (b) by the Purchaser or the Company prior to Closing if the United\nStates Department of Justice or the Federal Trade Commission shall have objected\nin writing to the consummation of the transactions contemplated to occur at\nClosing.\n\n      7.2 Effect of Termination. From and after the termination of this\nAgreement, the covenants, obligations and agreements of the parties set forth\nherein shall be of no further force or effect and the parties shall be under no\nfurther obligation with respect thereto.\n\n      7.3 Best Efforts. The Company and Purchaser shall use their respective\nbest efforts to take all actions required under the HSR Act and under any law,\nrule or regulation adopted subsequent to the date hereto in order that the\nCompany may sell the Shares and the Warrants to the Purchaser and the Purchaser\nmay purchase the Shares and the Warrants and to ensure that the conditions to\nthe Closing set forth herein are satisfied on or before the scheduled date of\nsuch Closing.\n\n      7.4 Governing Law. This Agreement shall be governed in all respects by the\nlaws of the State of California as applied to contracts entered into solely\nbetween residents of, and to be performed entirely within, such state.\n\n      7.5 Survival. The representations and warranties in Sections 2 and 3 of\nthis Agreement shall survive any investigation made by the Purchaser or the\nCompany.\n\n      7.6 Successors and Assigns. This Agreement shall be binding upon and shall\ninure to the benefit of the parties hereto and their respective successors and\npermitted assigns. This Agreement may not be assigned by a party without the\nprior written consent of the other party; provided, however, that the Purchaser\nshall have the right, upon prior notice to the Company, to assign this Agreement\nto its parent or to any wholly owned subsidiary of the Purchaser.\n\n      7.7 Entire Agreement; Amendment. This Agreement and the other documents\ndelivered pursuant hereto constitute the full and entire understanding and\nagreement between the parties with regard to the subject matter hereof and\nthereof and supersede all prior agreements and understandings among the parties\nrelating to the subject matter hereof. Neither this Agreement nor any term\nhereof may be amended, waived, discharged or terminated other than by a written\ninstrument signed by the party against whom enforcement of any such amendment,\nwaiver, discharge or termination is sought.\n\n\n                                       -9-\n\n      7.8 Notices and Dates. Any notice or other communication given under this\nAgreement shall be sufficient if in writing and sent by personal service,\nfacsimile, courier service promising overnight delivery or registered or\ncertified mail, return receipt requested, postage prepaid, to a party at its\naddress set forth below (or at such other address as shall be designated for\nsuch purpose by such party in a written notice to the other party hereto):\n\n            (a)   if to the Company, to it at:\n\n                  PIXAR\n                  1001 West Cutting Boulevard\n                  Richmond, California  94804\n                  Facsimile: (510) 235-7772\n                  Attn: Lawrence B. Levy, Esq.\n\n                  with a copy to:\n\n                  Wilson Sonsini Goodrich &amp; Rosati\n                  650 Page Mill Road\n                  Palo Alto, California 94304\n                  Facsimile: (415) 493-6811\n                  Attn: Larry W. Sonsini, Esq.\n\n            (b)   if to the Purchaser, to it at:\n\n                  Disney Enterprises, Inc.\n                  500 S. Buena Vista Street\n                  Burbank, California  91521\n                  Facsimile: (818) 842-5865\n                  Attn: Robert Moore\n\n                  with a copy to:\n\n                  Disney Enterprises, Inc.\n                  500 S. Buena Vista Street\n                  Burbank, California  91521\n                  Facsimile: (818) 566-7308\n                  Attn: Gloria S. Lepow, Esq.\n\nAll such notices and communications shall be effective when received by the\naddressee. In the event that any date provided for in this Agreement falls on a\nSaturday, Sunday or legal holiday, such date shall be deemed extended to the\nnext business day.\n\n\n                                      -10-\n\n      7.9 Brokers.\n\n            (a) The Company has not engaged, consented to or authorized any\nbroker, finder or intermediary, to act on its behalf, directly or indirectly, as\na broker, finder or intermediary in connection with the transactions\ncontemplated by this Agreement. The Company hereby agrees to indemnify and hold\nharmless the Purchaser from and against all fees, commissions or other payments\nowing to any party acting on behalf of the Company hereunder.\n\n            (b) The Purchaser has not engaged, consented to or authorized any\nbroker, finder or intermediary to act on its behalf, directly or indirectly, as\na broker, finder or intermediary in connection with the transactions\ncontemplated by this Agreement. The Purchaser hereby agrees to indemnify and\nhold harmless the Company from and against all fees, commissions or other\npayments owing to any party acting on its behalf.\n\n      7.10 Severability. If any term, provision, covenant or restriction of this\nAgreement is held by a court of competent jurisdiction to be invalid, void or\nunenforceable, the remainder of the terms, provisions, covenants and restriction\nof this Agreement shall remain in full force and effect and shall in no way be\naffected, impaired or invalidated.\n\n      7.11 Injunctive Relief. The Purchaser, on the one hand, and the Company,\non the other, acknowledge and agree that irreparable damage would occur in the\nevent that any of the provisions of this Agreement were not performed in\naccordance with their specific terms or were otherwise breached. It is\naccordingly agreed that the parties shall be entitled to an injunction or\ninjunctions to prevent or cure breaches of the provisions of this Agreement and\nto enforce specific performance of the terms and provisions hereof in any court\nof the United States or any state thereof having jurisdiction, this being in\naddition to any other remedy to which they may be entitled at law or equity.\n\n      7.12 Costs and Expenses. Each party hereto shall pay its own costs and\nexpenses incurred in connection herewith, including the fees of its counsel,\nauditors and other representatives, whether or not the transactions contemplated\nherein are consummated.\n\n      7.13 No Third Party Rights. Nothing in this Agreement shall create or be\ndeemed to create any rights in any person or entity not a party to this\nAgreement.\n\n      7.14 Publicity. The Purchaser and the Company shall not, without the prior\napproval of each other party hereto, make or cause to be made any press release\nor other public statement concerning the transactions contemplated by this\nAgreement, except as and to the extent that any party hereto is so obligated by\nlaw or the regulations of any stock exchange or the NASD (but only after the\nCompany or the Purchaser, as the case may be, shall have consulted with the\nother party in advance regarding the form and substance of such press release or\npublic statement).\n\n\n                                      -11-\n\n      7.15 Captions and Headings. The captions and headings used herein are for\nconvenience and ease of reference only and are not intended to be a part of or\nto affect the meaning or interpretation of this Agreement.\n\n      7.16 Counterparts. This Agreement may be executed in one or more\ncounterparts. All of such counterparts together shall constitute one and the\nsame agreement.\n\n      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their respective authorized officers as of the date aforesaid.\n\n\n'COMPANY'                                PIXAR\n\n\n\n                                         By: \/s\/ STEVE JOBS\n                                             -----------------------------------\n                                             Name:  Steven P. Jobs\n                                             Title: Chairman and Chief Executive\n                                                      Officer\n\n\n'PURCHASER'                              DISNEY ENTERPRISES, INC.\n\n\n                                         By: \/s\/ RICHARD D. NANULA\n                                             ----------------------------------\n                                             Name:  Richard D. Nanula\n                                             Title: Senior Executive Vice \n                                                      President and Chief\n                                                      Financial Officer\n\n\n\n                                      -12-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7331,8532],"corporate_contracts_industries":[9532,9466],"corporate_contracts_types":[9622,9627],"class_list":["post-43351","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-disney-walt-co","corporate_contracts_companies-pixar","corporate_contracts_industries-travel__services","corporate_contracts_industries-media__movies","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43351","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=43351"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43351"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43351"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43351"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}