{"id":43706,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-salon-com-and-rainbow-media-holdings.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-salon-com-and-rainbow-media-holdings","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-salon-com-and-rainbow-media-holdings.html","title":{"rendered":"Stock Purchase Agreement &#8211; Salon.com and Rainbow Media Holdings Inc."},"content":{"rendered":"<pre>\n                           STOCK PURCHASE AGREEMENT\n\n     THIS STOCK PURCHASE AGREEMENT (this 'Agreement') is made as of December\n                                          ---------\n__, 1999 between Salon.com, a Delaware corporation (the 'Company'), and Rainbow\n                                                         -------\nMedia Holdings, Inc., a Delaware corporation (the 'Purchaser'). The parties\n                                                   ---------\nhereby agree as follows:\n\nSale and Issuance of the Shares; Consideration. Subject to the terms and\n----------------------------------------------\nconditions hereof, at the Closing (as defined below), the Company will issue and\nsell to the Purchaser and the Purchaser will purchase from the Company 1,125,000\nshares of the Company's $.001 par value, Common Stock (the 'Shares') at a\npurchase price of $10.50 per share, or an aggregate purchase price of\n$11,812,500. In consideration for the Shares, the Purchaser at the Closing will\ndeliver to the Company a check in the amount of $1,125.00, plus Purchaser's\nagreement to make or cause to be made available advertising and\/or promotional\ninventory for the Company's on-line sites with an aggregate value, determined as\nprovided below, of $11,811,375 over the period from the date hereof through\nDecember 31, 2009 (subject to extension pursuant to Section 6.2 hereof, the\n'Promotional Period'). Purchaser shall provide $11,811,375 of advertising and\npromotional inventory in the form of conventional advertising spots on the BRAVO\nprogram service, advertising or promotional inventory on any other program\nservice, on-line site or broadband service owned, operated or distributed by any\naffiliate of the Purchaser, and\/or other forms of media promotion available from\nthe Purchaser or any affiliate of the Purchaser (e.g., arena signage,\nbillboards, print advertisements); provided that the Purchaser shall deliver or\ncause to be delivered [****] of any such value delivered in any calendar year in\nthe form of advertising and\/or promotional inventory of affiliates of the\nPurchaser other than Bravo Company ('Bravo'). Conventional advertising spots\nshall be valued based upon the [****]. Any conventional advertising spots on\nBRAVO provided in any calendar year shall be delivered in accordance with the\nfollowing daypart allocation: [****]. Any conventional advertising spots on\nother program services described herein which are provided in any calendar year\nshall be delivered [****] with an allocation among dayparts similar to the\nallocation for BRAVO. Up to [****] of any such value delivered in any calendar\nyear may, at Purchaser's option, be provided in the form of 'integrated\ninterstitial'. The content of any 'integrated interstitial' delivered hereunder\nshall be produced by the Purchaser or its applicable affiliate using content\nsupplied by the Company. Integrated interstitial may appear as voice-over\ncredits on programming or as short-form video pieces appearing during or\nimmediately adjacent to program credits, but may not include interstitials in\nany of the television shows produced by the Company pursuant to the Production\nAgreement between Bravo and the Company. Integrated interstitial shall be valued\nat [****]. The value of any other forms of media promotion made available from\nthe Purchaser or any affiliate of the Purchaser (e.g., arena signage,\nbillboards, print advertisements) shall be determined based upon the then\ncurrent market rate for such inventory or other promotional outlet, determined\non an annual basis.\n\n     Advertising and\/or promotional inventory to be delivered by or on behalf of\nPurchaser in any calendar year on the BRAVO program service or on other\naffiliates of the Purchaser shall be allocated among such affiliates\nsubstantially in accordance with an advertising plan proposed by Purchaser\nwithin sixty (60) days from the date hereof for calendar year 2000 (and by the\nDecember 1 preceding each calendar year thereafter during the Promotional\nPeriod). Each such annual plan shall include the form of inventory to be\nprovided (including any conventional advertising spots and integrated\ninterstitials), the approximate value thereof, and the programming service(s)\nand other media, if any, through which such inventory shall be made available.\nThe chief executive officer of each of the Company and the Purchaser shall\ndiscuss and attempt to resolve any material objection which the Company might\nhave to such annual plan. The Company shall have the right to require within 15\ndays of its receipt of the plan that the Purchaser re-allocate the inventory\nproposed to be made available on one (1) such programming service (other than\nthe BRAVO program service) to the BRAVO service or to another affiliate of the\nPurchaser, as the Purchaser may determine; provided that if additional inventory\non such other services or media is not then available, then Purchaser may defer\nthe delivery of such additional inventory to a subsequent period during the\nPromotional Period.\n\n     * Certain information in this page has been omitted and filed separately \nwith the Commission. Confidential treatment has been requested with respect to \nthe omitted portions.\n\n                                      31\n\n\n     The Company shall fully bear the costs of producing advertising and\npromotional spots to be aired pursuant to this Section 1. The Purchaser shall\nprovide or cause to be provided to the Company, within 14 days after the end of\neach calendar quarter, a statement which sets forth the advertising and\/or\npromotional inventory, if any, so made available to the Company during such\ncalendar quarter, the value thereof, the applicable affiliate of Purchaser which\nprovided such inventory and the form in which, and times during which, such\ninventory was provided (and shall provide an interim, condensed version of such\nreport on a monthly basis within 14 days after the end of each calendar month).\n\n     If during the Promotional Period Bravo effects a radical and fundamental\nchange in the general overall theme of the programming on the BRAVO programming\nservice with the intent of targetting a viewing audience with materially\ndifferent demographics (e.g., changing from predominantly film and arts\nprogramming to pornographic programming), then for the remainder of the\nPromotional Period during which such programming on BRAVO remains materially\naltered, the Purchaser shall not have the right to deliver any of the\nadvertising and\/or promotional inventory to be delivered pursuant to this\nSection 1 on the BRAVO programming service. If the Purchaser is unable to\ndeliver all of the remaining undelivered consideration for the Shares during the\nbalance of the Promotional Period in the form of advertising and\/or promotional\ninventory in accordance with the terms and conditions of this Agreement, then\nthe Purchaser may deliver any such remaining consideration to the Company in\ncash. Notwithstanding the foregoing, nothing in this Agreement shall interfere\nwith or prevent the selection of programming to be aired on the BRAVO\nprogramming service.\n\n     If during the Promotional Period the Purchaser no longer controls the\nentity which operates the BRAVO programming service (for these purposes, control\nshall mean the possession, directly or indirectly, of the power to direct or\ncause the direction of the management and policies of such entity, whether\nthrough ownership of voting securities or partnership or membership interests,\nby contract or otherwise), then the Purchaser shall use reasonable efforts to\nsecure the right thereafter to make available advertising and\/or promotional\ninventory for the Company's on-line sites on the BRAVO programming service in an\namount equal to at least 60% of the then remaining aggregate value of\nadvertising and\/or promotional inventory to be delivered by or on behalf of the\nPurchaser pursuant to this Section 1. If the Purchaser is unable to secure such\nright, then the Purchaser shall deliver any such remaining aggregate value to\nthe Company in cash.\n\n     The Purchaser shall not sell or transfer any of the Shares other than to an\naffiliate of Purchaser prior to the first anniversary of the Closing Date.\n\nClosing; Delivery.\n-----------------\n\nClosing Date. The closing (the 'Closing') comprising the purchase by the\n------------                    -------\nPurchaser and sale by the Company of the Shares and the other transactions\ncontemplated hereby shall be held at the offices of Sullivan &amp; Cromwell, 125\nBroad Street, New York, New York 10004 on the second business day following the\ndate upon which all of the conditions set forth in Section 5 hereof have been\nsatisfied or waived or at such other time and place as the Company and the\nPurchaser may agree in writing (the 'Closing Date').\n                                     ------------\n\nDelivery. Subject to the terms and conditions of this Agreement, at the Closing,\n--------\nthe Company shall issue and deliver to the Purchaser a certificate representing\nthe Shares, the Purchaser shall simultaneously issue and deliver a check payable\nto the Company in the amount of $1,125.00, and each of the Company and the\nPurchaser (or Bravo, as the case may be), shall execute and deliver the\nProduction Agreement in the form attached hereto as Exhibit B (the 'Production\n                                                                    ----------\nAgreement'),and the On-Line Content Sharing Agreement in the form attached\n---------\nhereto as Exhibit C (the 'On-Line Content Sharing Agreement'). This Agreement,\n                          ---------------------------------\nthe Production Agreement and the On-Line Content Sharing Agreement are\nhereinafter collectively referred to as the 'Transaction Agreements'.\n\nRepresentations and Warranties of the Company. The Company hereby represents and\nwarrants to the Purchaser that:\n\nOrganization and Standing. The Company is a corporation duly organized, validly\n-------------------------\nexisting and in good standing under the laws of the State of Delaware and has\nall requisite corporate power and authority to carry on its businesses as now\nconducted and as proposed to be conducted.\n\nCorporate Power. The Company has all requisite corporate power necessary for the\n---------------\nauthorization, execution and delivery of this Agreement and the other\nTransaction Agreements. Each of the Transaction \n\n \nAgreements is a valid and binding obligation of the Company, enforceable in\naccordance with its terms, except as the same may be limited by bankruptcy,\ninsolvency, moratorium, and other laws of general application affecting the\nenforcement of creditors' rights.\n\nCapitalization. As of September 30, 1999, the authorized capital stock of the\n--------------\nCompany is 50,000,000 shares of Common Stock and 5,000,000 shares of Preferred\nStock, and there are issued and outstanding 11,364,674 shares of the Common\nStock and no shares of Preferred Stock. All such issued and outstanding shares\nhave been duly authorized and validly issued, are fully paid and nonassessable,\nand were issued in compliance with all applicable state and federal laws\nconcerning the issuance of securities. Since September 30, 1999, the Company has\nnot issued any shares of capital stock other than upon the exercise of stock\noptions and warrants.\n\nAuthorization.\n-------------\n\nCorporate Action. All corporate action on the part of the Company, its officers,\n----------------\ndirectors and stockholders necessary for the sale and issuance of the Shares and\nthe authorization, execution and performance of the Company's obligations\nhereunder and under the other Transaction Agreements has been taken.\n\nValid Issuance. The Shares when issued in compliance with the provisions of this\n--------------\nAgreement will be validly issued, fully paid and nonassessable and will be free\nof restrictions on transfer other than restrictions under the Transaction\nAgreements and under applicable federal and state securities laws.\n\nNo Preemptive Rights. No person has any right of first refusal or any preemptive\n--------------------\nrights in connection with the issuance of the Shares or any future issuances of\nsecurities by the Company.\n\nCompliance with Other Instruments. The execution, delivery and performance of\n---------------------------------\nand compliance with this Agreement or the other Transaction Agreements by the\nCompany, and the issuance and sale of Shares will not (a) result in any\nviolation of the Certificate of Incorporation or Bylaws of the Company or in any\nviolation of or default in any material respect under the terms of any mortgage,\nindenture, contract, agreement, instrument, judgment or decree.\n\nConsents. No consent, approval or authorization of or designation, declaration\n--------\nor filing with any governmental authority or other third party on the part of\nthe Company is required in connection with: (a) the valid execution and delivery\nof the Transaction Agreements; or (b) the offer, sale or issuance of Shares.\n\nOffering. In reliance on the representations and warranties of the Purchaser in\n--------\nSection 4 hereof, the offer, sale and issuance of Shares in conformity with the\nterms of this Agreement will not result in a violation of the Securities Act of\n1933, as amended (the 'Securities Act'), or any state securities laws, including\n                       --------------\nthe qualification or registration requirements of applicable blue sky laws.\n\nCompany Reports; Disclosure.\n---------------------------\n\nCompany Reports. For the purposes of this Agreement, the term 'Company Reports'\n---------------                                                ---------------\n               \nshall mean, collectively, each registration statement, report, proxy statement\nor information statement filed with the Securities and Exchange Commission (the\n'SEC') since January 1, 1999, including the Company's Quarterly Report on Form\n ---\n10-Q for the quarterly period ended September 30, 1999, in the form (including\nexhibits, annexes and any amendments thereto) filed with the SEC. As of their\nrespective dates, the Company Reports complied in all material respects with the\nrequirements of the Securities Act and the Securities Exchange Act of 1934, as\namended (the 'Exchange Act'), and did not contain any untrue statement of a\n              ------------   \nmaterial fact or omit to state a material fact required to be stated therein or\nnecessary to make the statements made therein, in light of the circumstances in\nwhich they were made, not misleading. Except for the election of two (2)\ndirectors to the Company's Board of Directors and the use by the Company of its\ncash on hand in the ordinary course of business, nothing has occurred since\nSeptember 30, 1999 which would require the filing of any additional report or of\nany amendment to any of the Company Reports with the SEC, or which would cause\nany of the Company Reports to contain any untrue statement of a material fact or\nomit to state a material fact required to be stated therein or necessary to make\nthe statements made therein, in light of the circumstances in which they were\nmade, not misleading. \n\nDisclosure. No representation or warranty by the Company in this Agreement, or\n----------\nin any document or certificate furnished or to be furnished to the Purchaser\npursuant hereto or in connection with the\n\n                                      33\n\n \ntransactions contemplated hereby, when taken together, contains or will contain\nany untrue statement of a material fact or omits or will omit to state a\nmaterial fact necessary to make the statements made herein and therein, in the\nlight of the circumstances under which they were made, not misleading. The\nCompany has either filed with the SEC or fully provided the Purchaser with all\nthe information necessary for the Purchaser to decide whether to purchase the\nShares.\n\nRepresentations and Warranties of the Purchaser or Bravo (as the case may be)\n-----------------------------------------------------------------------------\nand Restrictions on Transfer Imposed by the Securities Act. The Purchaser\n----------------------------------------------------------\nrepresents and warrants to the Company as to itself (and Bravo represents and\nwarrants to the Company as to itself) as follows:\n\nOrganization and Standing. The Purchaser is a corporation duly organized,\n-------------------------\nvalidly existing and in good standing under the laws of the State of Delaware\nand has all requisite corporate power and authority to carry on its businesses\nas now conducted and as proposed to be conducted. Bravo is a partnership duly\norganized and validly existing under the laws of the State of New York and has\nall requisite partnership power and authority to carry on its business as now\nconducted and as proposed to be conducted.\n\nPower. The Purchaser has all requisite corporate power necessary for the\n-----\nauthorization, execution and delivery of the Transaction Agreements to which it\nis a party. Bravo has all requisite partnership power necessary for the\nauthorization, execution and delivery of the Transaction Agreements to which it\nis a party. Each of the Transaction Agreements to which the Purchaser or Bravo\n(as the case may be) is a party is a valid and binding obligation of the\nPurchaser or Bravo (as the case may be), enforceable against the Purchaser or\nBravo (as the case may be) in accordance with its terms, except as the same may\nbe limited by bankruptcy, insolvency, moratorium, and other laws of general\napplication affecting the enforcement of creditors' rights.\n\nAuthorization. All corporate action on the part of the Purchaser, its officers,\n-------------\ndirectors and stockholders necessary for the authorization, execution and\nperformance of the Purchaser's obligations hereunder and under the other\nTransaction Agreements to which it is a party have been taken. All partnership\naction on the part of Bravo necessary for the authorization, execution and\nperformance of Bravo's obligations under the Transaction Agreements to which it\nis a party have been taken.\n\nCompliance with Other Instruments. The execution, delivery and performance of\n---------------------------------\nand compliance with this Agreement or the other Transaction Agreements to which\nPurchaser or Bravo (as the case may be) is a party will not (a) result in any\nviolation of the Certificate of Incorporation or Bylaws of the Purchaser or of\nthe partnership agreement of Bravo (as the case may be), or (b) result in any\nviolation of or default in any material respect under the terms of any mortgage,\nindenture, contract, agreement, instrument, judgment or decree to which the\nPurchaser or Bravo (as the case may be) is a party or is otherwise subject.\n\nConsents. No consent, approval or authorization of or designation, declaration\n--------\nor filing with any governmental authority or other third party on the part of\nthe Purchaser or Bravo (as the case may be) is required in connection with the\nvalid execution and delivery of the Transaction Agreements to which it is a\nparty.\n\nInvestment Intent. This Agreement is made with the Purchaser in reliance upon\n-----------------\nthe Purchaser's representation to the Company, evidenced by the Purchaser's\nexecution of this Agreement, that the Purchaser is acquiring the Shares for\ninvestment for the Purchaser's own account, and not with a view to, or for\nresale in connection with, any distribution or public offering thereof within\nthe meaning of the Securities Act.\n\nShares Not Registered. The Purchaser understands and acknowledges that the\n---------------------\noffering of the Shares pursuant to this Agreement will not be registered under\nthe Securities Act or qualified under applicable blue sky laws on the grounds\nthat the offering and sale of securities contemplated by this Agreement are\nexempt from registration under the Securities Act and exempt from qualifications\navailable under applicable blue sky laws, and that the Company's reliance upon\nsuch exemptions is predicated upon the Purchaser's representations set forth in\nthis Agreement. The Purchaser acknowledges and understands that the Shares must\nbe held for at least 12 months after Closing and thereafter indefinitely unless\nthe Shares are subsequently registered under the Securities Act and qualified\nunder applicable blue sky laws or an exemption from such registration and such\nqualification is available.\n\n \nKnowledge and Experience. The Purchaser (i) has such knowledge and experience in\n------------------------\nfinancial and business matters as to be capable of evaluating the merits and\nrisks of the Purchaser's prospective investment in the Shares; (ii) has the\nability to bear the economic risks of the Purchaser's prospective investment;\nand (iii) has not been offered the Shares by any form of advertisement, article,\nnotice or other communication published in any newspaper, magazine, or similar\nmedia or broadcast over television or radio, or any seminar or meeting whose\nattendees have been invited by any such media.\n\nAccredited Investor.  The Purchaser is an 'accredited investor' as that term is \n-------------------\ndefined in Rule 501(a) under the Securities Act.\n\nLegends.  Each certificate representing the Shares may be endorsed with the \n-------\nfollowing legends:\n\nFederal Legend. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\n--------------\nREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT') AND ARE\n'RESTRICTED SECURITIES' AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE\nSECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT\n(i) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER\nTHE ACT OR (ii) IN COMPLIANCE WITH RULE 144, OR (iii) PURSUANT TO AN OPINION OF\nCOUNSEL, THAT SUCH REGISTRATION OR COMPLIANCE IS NOT REQUIRED AS TO SAID SALE,\nOFFER OR DISTRIBUTION.\n\nOther Legends. Any other legends required by applicable state blue sky laws. The\n-------------\nCompany need not register a transfer of legended Shares, and may also instruct\nits transfer agent not to register the transfer of the Shares, unless the\nconditions specified in each of the foregoing legends are satisfied.\n\nRemoval of Legend and Transfer Restrictions. Any legend endorsed on a\n-------------------------------------------\ncertificate pursuant to subsection 4.10(a) and the stop transfer instructions\nwith respect to such legended Shares shall be removed, and the Company shall\nissue a certificate without such legend to the holder of such Shares if such\nShares are registered under the Securities Act and a prospectus meeting the\nrequirements of Section 10 of the Securities Act is available or if such holder\nsatisfies the requirements of Rule 144(k). \n\nConditions to Closing.\n---------------------\n\nConditions to the Purchaser's Obligations. The obligation of the Purchaser to\n-----------------------------------------\npurchase the Shares at the closing is subject to the fulfillment to the\nPurchaser's satisfaction, on or prior to the Closing Date, of the following\nconditions, any of which may be waived by the Purchaser:\n\nRepresentations and Warranties Correct; Performance of Obligations. The\n------------------------------------------------------------------\nrepresentations and warranties made by the Company in Section 3 hereof shall be\ntrue and correct 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 (except to the extent any such representation or\nwarranty expressly speaks of an earlier date). The Company shall have performed\nin all material respect all obligations and conditions herein required to be\nperformed or observed by it on or prior to the Closing Date.\n\nTransaction Agreements.  The Company shall have executed each of the Transaction\n----------------------\nAgreements. \n\nOfficer's Certificate. The Company shall have delivered a Certificate, executed\n---------------------\non behalf of the Company by its President, dated the Closing Date, certifying to\nthe fulfillment of the conditions specified in subsection (1) of this Section\n5.1.  \n\nSecretary's Certificate. The Company shall have delivered a Certificate,\n-----------------------\nexecuted on behalf of the Company by its Secretary, dated the Closing Date,\ncertifying the Board of Directors resolutions approving the Transaction\nAgreements and the issuance of the Shares. \n\nOpinion of Counsel. The Purchaser shall have received an opinion from Gray Cary\n------------------\nWare &amp; Freidenrich LLP, dated the Closing Date, reasonably satisfactory to the\nPurchaser.\n\nHSR Act. The waiting period under the Hart-Scott-Rodino Antitrust Improvements\n-------\nAct, as amended (the 'HSR Act') shall have expired or been terminated, if a\nfiling under the HSR Act is legally required in connection with this Agreement.\n\nAmendment to Rights Agreement. The Third Amended and Restated Rights Agreement,\n----------------------------- \ndated as of April 14, 1999, by and among the Company and the holders party\nthereto shall have been amended to include the Purchaser as a 'Holder' (as\ndefined therein) for all purposes of such agreement and to provide that all of\nthe Shares shall be 'Registrable Securities' (as defined therein) for all\npurposes of such agreement, such amendment to be reasonably satisfactory to the\nPurchaser. The Purchaser shall have the right to terminate this Agreement if the\nCompany is unable to satisfy this condition by December 31, 1999.\n\n                                      35\n\n \nConditions to Obligations of the Company. The Company's obligation to sell and\n----------------------------------------\nissue the Shares at the closing is subject to the fulfillment to the\nsatisfaction of the company on or prior to the Closing Date of the following\nconditions, any of which may be waived by the Company:\n\nRepresentations and Warranties Correct. The representations and warranties made\n--------------------------------------\nby the Purchaser and Bravo in Section 4 hereof shall be true and correct when\nmade, and shall be true and correct on the Closing Date with the same force and\neffect as if they had been made on and as of said date (except to the extent any\nsuch representation or warranty expressly speaks of an earlier date).\n\nTransaction Agreements. The Purchaser of Bravo (as the case may be ) shall have\n----------------------\nexecuted each of the Transaction Agreements. \n\nOfficer's Certificate. The Purchaser and Bravo (as the case may be) shall have\n---------------------\ndelivered a Certificate, executed on behalf of each of them by their respective\nPresident, dated the Closing Date, certifying to the fulfillment of the\nconditions specified in subsection (1) of this Section 5.2.\n\nHSR Act. The waiting period under the HSR Act shall have expired or been\n-------\nterminated, if a filing under the HSR Act is legally required in connection with\nthis Agreement. \n\nAffirmative Covenants of the Company. The Company hereby covenants and agrees as\n------------------------------------\nfollows: Attendance at Board Meetings.\n         ----------------------------\n\n     The Company shall permit a representative of the Purchaser to attend all\nmeetings of its Board of Directors in a nonvoting observer capacity and to\nparticipate in discussions and, in this respect, shall give such representative\ntimely copies of all notices, minutes, consents, and other material that it\nprovides to its directors; provided, however, that the Company may require as a\ncondition precedent to this right that the person proposing to attend any\nmeeting of the Board of Directors shall agree to hold in confidence and trust\nand to act in a fiduciary manner with respect to all confidential or proprietary\ninformation so received during the meetings or otherwise; and provided further,\nthat the Company reserves the right not to provide information and to exclude\nPurchaser (or its representative) from any meeting or portion thereof if\ndelivery of such information or attendance at such meeting would result in\ndisclosure of trade secrets or would adversely affect the attorney-client\nprivilege between the Company and its counsel or if the Purchaser (or its\nrepresentative) is a competitor of the Company.\n\nAdvertising and Content. The Company shall, throughout the Promotional Period,\n-----------------------\nmake available to the Purchaser and its affiliates all of the content on the\nCompany's on-line sites pursuant to the terms of the On-Line Content Sharing\nAgreement to the extent required by the Purchaser to satisfy its obligations\nunder Section 1 hereunder (including without limitation, in connection with the\nproduction of any interstitial programming as described therein). At all times\nduring the Promotional Period, the general quantity and quality of the content\non the Company's on-line sites shall be maintained at not less than then-current\nindustry levels and, in any event, no less than the general quantity and quality\nof such content on such sites as of the Closing Date. If the Company fails to\ncomply in any material respect with the requirements of the preceding sentence,\nthen the Promotional Period shall be extended beyond December 31, 2009 by an\namount equal to 50% of the time period between the date of the Company's failure\nto comply and December 31, 2009. The Company covenants and agrees that any\ncommercial advertisement or other promotional material provided by the Company\nto the Purchaser or its affiliates shall not violate the right of privacy of or\nconstitute a libel or slander against or violate or infringe any law, trademark,\ntrade name, patent, copyright or any literary, artistic, dramatic or other right\nof any person or entity. The Company further acknowledges and agrees that its\nuse and exploitation of the advertising and\/or promotional inventory to be made\navailable to it pursuant to this Agreement shall be subject to and in accordance\nwith such rules and restrictions, of which the Company has received or from time\nto time may receive written notice, as may be promulgated by the Purchaser or\nany of its affiliates.\n\nMiscellaneous.\n-------------\n\nGOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF \n-------------\nTHE STATE OF NEW YORK.\n\nSurvival. The representations, warranties, covenants and agreements made herein\n--------\nshall survive the Closing of the transactions contemplated hereby,\nnotwithstanding any investigation made by the Purchaser. All statements as to\nfactual matters contained in any certificate or other instrument delivered by or\non behalf of the Company pursuant hereto or in connection with the transactions\ncontemplated hereby shall be deemed \n\n                                      36\n\n \nto be representations and warranties by the Company hereunder as of the date of\nsuch certificate or instrument.\n\nSuccessors and Assigns. Except as otherwise expressly provided herein, the\n----------------------\nprovisions hereof shall inure to the benefit of, and be binding upon, the\nsuccessors, assigns, heirs, executors and administrators of the parties hereto.\n\nEntire Agreement. This Agreement and the other documents delivered pursuant\n----------------\nhereto constitute the full and entire understanding and agreement between the\nparties with regard to the subjects hereof and thereof and they supersede, merge\nand render void every other prior written and\/or oral understanding or agreement\namong or between the parties hereto.\n\nNotices, etc. All notices and other communications required or permitted\n------------\nhereunder shall be in writing and shall be delivered personally, mailed by first\nclass mail, postage prepaid, or delivered by courier or overnight delivery,\naddressed (a) if to the Purchaser, 1111 Stewart Avenue, Bethpage, New York\n11714, Attention: Chief Executive Officer, or such other address as the\nPurchaser shall have furnished to the Company in writing or (b) if to the\nCompany, at 706 Mission Street, 2nd Floor, San Francisco, CA 94103 Attention:\nChief Financial Officer, or at such other address as the Company shall have\nfurnished to the Purchaser in writing. Notices that are mailed shall be deemed\nreceived five days after deposit in the United States mail.\n\nSeverability. In case any provision of this Agreement shall be found by a court\n------------\nof law to be invalid, illegal or unenforceable, the validity, legality and\nenforceability of the remaining provisions of this Agreement shall not in any\nway be affected or impaired thereby.\n\nFinder's Fees and Other Fees.\n----------------------------\n\nThe Company (i) represents and warrants that it has retained no finder or broker\nin connection with the transactions contemplated by this Agreement and, (ii)\nhereby agrees to indemnify and to hold the Purchaser harmless from and against\nany liability for commission or compensation in the nature of a finder's fee to\nany broker or other person or firm (and the costs and expenses of defending\nagainst such liability or asserted liability) for which the Company, or any of\nits employees or representatives, are responsible. The Purchaser (i) represents\nand warrants that it has retained no finder or broker in connection with the\ntransactions contemplated by this Agreement and (ii) hereby agrees to indemnify\nand to hold the Company harmless from and against any liability for any\ncommission or compensation in the nature of a finder's fee to any broker or\nother person or firm (and the costs and expenses of defending against such\nliability or asserted liability) for which the Purchaser, or any of its\nemployees or representatives, are responsible.\n\nExpenses.  The Company and the  Purchaser  shall each bear their own expenses \n--------\nand legal fees in connection with the consummation of this transaction.\n\nTitles and Subtitles. The titles of the sections and subsections of this\n--------------------\nAgreement are for convenience of reference only and are not to be considered in\nconstruing this Agreement.\n\nNon-Recourse. No partner, officer, director, shareholder or other holder of an\n------------\nownership interest of or in either party to this Agreement shall have any\npersonal liability in respect of any such party's obligations under this\nAgreement by reason of his or its status as such partner, officer, director,\nshareholder or other holder.\n\nCounterparts.  This  Agreement  may be executed in any number of  counterparts, \n------------\neach of which shall be an original, but all of which together shall constitute\none instrument.\n\nDelays or Omissions. No delay or omission to exercise any right, power or remedy\n-------------------\naccruing to the Company or to any holder of any securities issued or to be\nissued hereunder shall impair any such right, power or remedy of the Company or\nsuch holder, nor shall it be construed to be a waiver of any breach or default\nunder this Agreement, or an acquiescence therein, or of or in any similar breach\nor default thereafter occurring; nor shall any delay or omission to exercise any\nright, power or remedy or any waiver of any \n\n                                      37\n\n \nsingle breach or default be deemed a waiver of any other right, power or remedy\nor breach or default theretofore or thereafter occurring. All remedies, either\nunder this Agreement, or by law otherwise afforded to the Company or any holder,\nshall be cumulative and not alternative.\n\nAttorneys' Fees. If any action at law or in equity is necessary to enforce or\n---------------\ninterpret the terms of any of the Transaction Agreements, the prevailing party\nshall be entitled to reasonable attorneys' fees, costs and disbursements in\naddition to any other relief to which such party may be entitled.\n\nVenue. The parties hereby irrevocably submit to the jurisdiction of both the\n-----\ncourts of the State of California and the State of New York and the Federal\ncourts of the United States of America located in the State of California and in\nthe State of New York solely in respect of the interpretation and enforcement of\nthe provisions of the Transaction Agreements, and in respect of the transactions\ncontemplated hereby, and hereby waive, and agree not to assert, as a defense in\nany action, suit or proceeding for the interpretation or enforcement hereof or\nof any such document, that it is not subject thereto or that such action, suit\nor proceeding may not be brought or is not maintainable in said courts or that\nthe venue thereof may not be appropriate or that the Transaction Agreements may\nnot be enforced in or by such courts, and the parties hereto irrevocably agree\nthat all claims with respect to such action or proceeding shall be heard and\ndetermined in such a California or New York state or Federal court. The parties\nhereby consent to and grant any such court jurisdiction over the person of such\nparties and over the subject matter of such dispute and agree that mailing of\nprocess or other papers in connection with any such action or proceeding in the\nmanner provided in Section 6.5 hereof shall be valid and sufficient service\nthereof.\n\n \n         IN WITNESS WHEREOF, the parties hereto have executed this Stock\nPurchase Agreement as of the date first written above.\n\n                                        Salon.com\n\n\n                                        By:    By:\/s\/ Michael O'Donnell\n                                           -------------------------------------\n                                        Title: Chief Executive Officer\/President\n                                              ----------------------------------\n\n                                        Rainbow Media Holdings, Inc.\n\n\n                                        By:    By:\/s\/ Josh Sapan\n                                           -------------------------------------\n                                        Title: Chief Executive Officer\/President\n                                              ----------------------------------\n\n                                        Bravo Company (as to Section 4.1,4.2, \n                                        4.3, 4.4 and 4.5 Only)\n\n                                        By:    By:\/s\/ Josh Sapan\n                                           -------------------------------------\n                                        Title: Chief Executive Officer\n                                              ----------------------------------\n\n                                      39\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6984,8749],"corporate_contracts_industries":[9468,9465],"corporate_contracts_types":[9622,9627],"class_list":["post-43706","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cablevision-systems-corp","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","corporate_contracts_industries-media__broadcasting","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\/43706","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=43706"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43706"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43706"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43706"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}