{"id":43721,"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-women-com-networks-inc-and-heart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-women-com-networks-inc-and-heart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-women-com-networks-inc-and-heart.html","title":{"rendered":"Stock Purchase Agreement &#8211; Women.com Networks Inc. and Heart Communications Inc."},"content":{"rendered":"<pre>\n                            WOMEN.COM NETWORKS, INC.\n\n                            STOCK PURCHASE AGREEMENT\n\n        This STOCK PURCHASE AGREEMENT (the \"AGREEMENT\") is made as of the ___\nday of _________, 1999, by and between WOMEN.COM NETWORKS, INC., a Delaware\ncorporation (the \"COMPANY\"), and HEARST COMMUNICATIONS, INC. (\"PURCHASER\").\n\n        WHEREAS, the Company desires to issue, and Purchaser desires to acquire,\nstock of the Company as herein described, on the terms and conditions\nhereinafter set forth;\n\n        WHEREAS, the issuances hereunder are intended to comply with the\nprovisions of Rule 506 promulgated by the Securities and Exchange Commission\nunder the Securities Act of 1933, as amended (the \"ACT\").\n\n           NOW THEREFORE, IT IS AGREED between the parties as follows:\n\n        1. PURCHASE AND SALE OF STOCK. Purchaser hereby agrees to purchase from\nthe Company, and the Company hereby agrees to sell to Purchaser, a whole number\nof shares of common stock of the Company equal to (I) the sum of (a) one-third\n(33.33%) of (i) the total number of shares of common stock of the Company\nactually sold in the Company's initial public offering (the \"INITIAL PUBLIC\nOFFERING\") (excluding any shares issuable upon exercise of any overallotment\noption granted to the underwriters of the Initial Public Offering) under a\nregistration statement on Form S-1 (No. 333-78363) filed with the Securities and\nExchange Commission (\"SEC\") under the Securities Act of 1933, as amended (the\n\"ACT\") plus (ii) the total number of shares of common stock sold in the Disney\nprivate placement as described in the registration statement plus (iii) the\ntotal number of shares of common stock sold to Torstar pursuant to that certain\nAmendment No. 1 to Stock Purchase Agreement dated September 3, 1999 (such shares\nas described in this subsection (a) are hereafter referred to as the \"INITIAL\nPURCHASER STOCK\"), plus (b) that number of shares of the common stock of the\nCompany which could be purchased at the IPO Price (as defined in the next\nsentence) for $5 million (such shares being referred to hereafter as the\n\"ADDITIONAL PURCHASER STOCK,\") less (II) the total number of shares of common\nstock sold to Purchaser pursuant to that certain Amendment No. 1 to Stock\nPurchase Agreement dated September 3, 1999. The shares of common stock to be\nsold to Purchaser as determined by the prior sentence shall be referred to\nhereafter as the \"STOCK.\" The term \"IPO PRICE\" means the initial price per share\nto the public of the common stock being offered in the Initial Public Offering,\nas reflected on the cover page of the final prospectus filed with the SEC\npursuant to Rule 424(b) filed under the Act. The total purchase price for the\nStock shall be the product of the total number of shares of Stock multiplied by\nthe IPO Price. The closing hereunder (the \"CLOSING\"), including payment for and\ndelivery of the Stock in cash shall occur at the offices of Cooley Godward LLP,\ncounsel to the Company (\"COMPANY COUNSEL\"), 3000 Sand Hill Road, Building 3,\nSuite 230, Menlo Park, California 94025, concurrently with the closing of the\nInitial Public Offering, or at such other time and place as the parties may\nmutually agree.\n\n        2. OPTION TO PURCHASE STOCK. Purchaser shall have the option (\"OPTION\")\nto purchase a number of shares equal to the product of (a) the ratio of (i) the\nnumber of shares, if any, purchased by the underwriters in the Initial Public\nOffering in connection with the exercise of any over-allotment option granted by\nthe Company to (ii) the total number of shares sold in the Initial Public\nOffering and (b)\n\n\n                                       1.\n\n\nthe number of shares of Initial Purchaser Stock, at a per share price equal to\nthe IPO Price (the \"OPTION STOCK\"). Upon exercise by the underwriters of their\nover-allotment option or portion thereof, Purchaser may exercise such Option in\nthe same proportion exercised by the underwriters as determined above and in the\nsame period of time as exercised by the underwriters. Upon receipt of notice\nfrom the underwriters that such entire over-allotment option or portion thereof\nshall be exercised, the Company shall immediately give notice to the Purchaser\nand the Purchaser shall then in the same period of time as the underwriters\nexercise the Option (or portion thereof as determined by the proportion\nexercised by the underwriters of their over-allotment option specified above)\nupon written or telegraphic notice by Purchaser to the Company setting forth the\naggregate number of shares of the Option Stock as to which the Purchaser is\nexercising its Option. Delivery of certificates for the shares of Option Stock,\nand payment therefor, shall be made on the third business day after the exercise\nof such option at the offices of Company Counsel. Purchaser shall have no rights\nto exercise the foregoing Option except upon the last to occur of the (A)\nclosing of the Initial Public Offering; (B) closing of the sale of Stock\ncontemplated under Section 1, above; and (C) exercise of the underwriters'\nover-allotment option as described above.\n\n        3. LIMITATIONS ON TRANSFER. Purchaser shall not assign, hypothecate,\ndonate, encumber or otherwise dispose of any interest in the Stock or Option\nStock except in compliance with the provisions herein and applicable securities\nlaws. The Company and its transfer agent shall not be required (a) to transfer\non its books any shares of Stock or Option Stock of the Company which shall have\nbeen transferred in violation of any of the provisions set forth in this\nAgreement or (b) to treat as owner of such shares or to accord the right to vote\nas such owner or to pay dividends to any transferee to whom such shares shall\nhave been so transferred.\n\n        4. RESTRICTIVE LEGENDS. All certificates representing the Stock shall\nhave endorsed thereon legends in substantially the following forms (in addition\nto any other legend which may be required by other agreements between the\nparties hereto):\n\n                (a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN\nREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,\nOFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE\nREGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF\nCOUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.\n\n                (b) Any legend required by appropriate blue sky officials.\n\n        5. PURCHASER REPRESENTATIONS. In connection with the purchase of the\nStock, Purchaser represents to the Company the following:\n\n                (a) Purchaser has all necessary power and authority under all\napplicable provisions of law to execute and deliver this Agreement and to carry\nout its provisions. All action on Purchaser's part required for the lawful\nexecution and delivery of this Agreement has been or will be effectively taken\nprior to the Closing. Upon its execution and delivery, this Agreement will be a\nvalid and binding obligation of Purchaser, enforceable in accordance with its\nterms.\n\n                (b) Purchaser is aware of the Company's business affairs and\nfinancial condition and has acquired sufficient information about the Company to\nreach an informed and knowledgeable decision to acquire the Stock and the Option\nStock. Purchaser is purchasing the Stock and Option Stock, if any, for\ninvestment for Purchaser's own account only and not with a view to, or for\nresale in connection with, any \"DISTRIBUTION\" thereof within the meaning of the\nAct.\n\n\n                                       2.\n\n\n                (c) Purchaser understands that the Stock and Option Stock, if\nany, have not been registered under the Act by reason of a specific exemption\ntherefrom, which exemption depends upon, among other things, the bona fide\nnature of Purchaser's investment intent as expressed herein.\n\n                (d) Purchaser further acknowledges and understands that the\nStock and Option Stock, if any, must be held indefinitely unless it is\nsubsequently registered under the Act or an exemption from such registration is\navailable. Purchaser further acknowledges and understands that the Company is\nunder no obligation to register the Stock or Option Stock. Purchaser understands\nthat the certificate evidencing the Stock and the Option Stock will be imprinted\nwith a legend which prohibits its transfer unless it is registered or such\nregistration is not required in the opinion of counsel for the Company.\n\n                (e) Purchaser is familiar with the provisions of Rule 144, under\nthe Act, as in effect from time to time, which, in substance, permits limited\npublic resale of \"RESTRICTED SECURITIES\" acquired, directly or indirectly, from\nthe issuer thereof (or from an affiliate of such issuer), in a non-public\noffering subject to the satisfaction of certain conditions including, among\nother things: (i) availability of certain public information about the Company\nand (ii) the resale occurring following the required holding period under Rule\n144 after the Purchaser has purchased, and made full payment of (within the\nmeaning of Rule 144), the securities to be sold.\n\n                (f) Purchaser further understands that at the time Purchaser\nwishes to sell the Stock there may be no public market upon which to make such a\nsale, and that, even if such a public market then exists, the Company may not be\nsatisfying the current public information requirements of Rule 144, and that, in\nsuch event, Purchaser would be precluded from selling the Stock under Rule 144\neven if the minimum holding period requirement had been satisfied.\n\n                (g) Purchaser is a \"QUALIFIED INSTITUTIONAL BUYER\" as that term\nis defined in Rule 144A under the Act.\n\n        6. COMPANY REPRESENTATIONS. The Company hereby represents and warrants\nto the Purchaser as follows:\n\n                (a) The Company has all requisite corporate power and authority\nto execute and deliver this Agreement, to issue and sell the Stock and the\nOption Stock, and to carry out the provisions of this Agreement.\n\n                (b) All corporate action on the part of the Company, its\nofficers, directors and stockholders necessary for the authorization of this\nAgreement, the performance of all obligations of the Company hereunder and\nthereunder at the Closing and the authorization, sale, issuance and delivery of\nthe Stock and Option Stock has been taken or will be taken prior to the Closing.\nUpon its execution and delivery, this Agreement will be a valid and binding\nobligation of the Company, enforceable in accordance with its terms.\n\n                (c) When issued in compliance with the provisions of this\nAgreement, the Stock and the Option Stock will be validly issued, fully paid and\nnonassessable, and will be free of any liens or encumbrances; provided, however,\nthat the Stock and the Option Stock may be subject to restrictions on transfer\nunder state and\/or federal securities laws as set forth herein or as otherwise\nrequired by such laws at the time a transfer is proposed.\n\n        7. CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING. Purchaser's\nobligations to purchase the Stock at the Closing (or the Option Stock at any\nsubsequent closing) are subject to the satisfaction, or at prior to such\nClosing, of the following conditions:\n\n\n                                       3.\n\n\n                (a) REPRESENTATIONS AND WARRANTS TRUE; PERFORMANCE OF\nOBLIGATIONS. The representations and warranties made by the Company in Section 6\nhereof shall be true and correct in all material respects as of the Closing (or\nany subsequent closing as the case may be) with the same force and effect as if\nthey had been made as of the Closing, and the Company shall have performed all\nobligations and conditions herein required to be performed or observed by it on\nor prior to the Closing.\n\n                (b) LEGAL INVESTMENT. As of the Closing, the sale and issuance\nof the Stock (or the Option Stock as the case may be) shall be legally permitted\nby all laws and regulations to which Purchaser and the Company are subject.\n\n                (c) CONSENTS, PERMITS, AND WAIVERS. The Company shall have\nobtained any and all consents, permits and waivers necessary or appropriate for\nconsummation of the transactions contemplated by the Agreement.\n\n                (d) EFFECTIVENESS OF REGISTRATION STATEMENT. A registration\nstatement relating to the Initial Public Offering shall have become effective\nand no stop order suspending the effectiveness thereof shall have been issued\nand no proceedings therefor shall be pending or threatened by the Securities and\nExchange Commission.\n\n        8. CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's obligation to\nissue and sell the Stock at the Closing (or the Option Stock at any subsequent\nclosing) is subject to the satisfaction, on or prior to such Closing, of the\nfollowing conditions:\n\n                (a) REPRESENTATIONS AND WARRANTIES TRUE. The representations and\nwarranties in Section 5 made by Purchaser shall be true and correct in all\nmaterial respects at the date of the Closing (or any subsequent closing as the\ncase may be), with the same force and effect as if they had been made on and as\nof said date.\n\n                (b) PERFORMANCE OF OBLIGATIONS. Purchaser shall have performed\nand complied with all agreements and conditions herein required to be performed\nor complied with by Purchaser on or before the Closing.\n\n                (c) LEGAL INVESTMENT. As of the Closing, the sale and issuance\nof the Stock (or the Option Stock as the case may be) shall be legally permitted\nby all laws and regulations to which Purchaser and the Company are subject.\n\n                (d) CONSENTS, PERMITS, AND WAIVERS. The Company shall have\nobtained any and all consents, permits and waivers necessary or appropriate for\nconsummation of the transactions contemplated by the Agreement.\n\n                (e) EFFECTIVENESS OF REGISTRATION STATEMENT. A registration\nstatement relating to the Initial Public Offering shall have become effective\nand no stop order suspending the effectiveness thereof shall have been issued\nand no proceedings therefor shall be pending or threatened by the Securities and\nExchange Commission.\n\n        9. MISCELLANEOUS.\n\n                (a) TERMINATION. This Agreement shall terminate in its entirety\nand shall be of no further force and effect in the event that a registration\nstatement relating to the Initial Public Offering shall not have been declared\neffective and the sale contemplated by Section 1 hereof completed on or prior to\nDecember 31, 1999.\n\n\n                                       4.\n\n\n                (b) NOTICES. Any notice required or permitted hereunder shall be\ngiven in writing and shall be deemed effectively given upon personal delivery or\nsent by telegram or fax or upon deposit in the United States Post Office, by\nregistered or certified mail with postage and fees prepaid, addressed to the\nother party hereto at his address hereinafter shown below its signature or at\nsuch other address as such party may designate by ten (10) days advance written\nnotice to the other party hereto.\n\n                (c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the\nbenefit of the successors and assigns of the Company and, subject to the\nrestrictions on transfer herein set forth, be binding upon Purchaser,\nPurchaser's successors and assigns.\n\n                (d) ATTORNEYS' FEES, SPECIFIC PERFORMANCE. Purchaser shall\nreimburse the Company for all costs incurred by the Company in enforcing the\nperformance of, or protecting its rights under, any part of this Agreement,\nincluding reasonable costs of investigation and attorneys' fees.\n\n                (e) GOVERNING LAW; VENUE. This Agreement shall be governed by\nand construed in accordance with the laws of the State of Delaware. The parties\nagree that any action brought by either party to interpret or enforce any\nprovision of this Agreement shall be brought in, and each party agrees to, and\ndoes hereby, submit to the jurisdiction and venue of, the appropriate state or\nfederal court for the district encompassing the Company's principal place of\nbusiness.\n\n                (f) FURTHER EXECUTION. The parties agrees to take all such\nfurther action(s) as may reasonably be necessary to carry out and consummate\nthis Agreement as soon as practicable, and to take whatever steps may be\nnecessary to obtain any governmental approval in connection with or otherwise\nqualify the issuance of the securities that are the subject of this Agreement.\n\n                (g) ENTIRE AGREEMENT. This Agreement constitutes the entire\nagreement between the parties with respect to the subject matter hereof and\nsupersedes and merges all prior agreements or understandings, whether written or\noral. This Agreement may not be amended, modified or revoked, in whole or in\npart, except by an agreement in writing signed by each of the parties hereto.\n\n                (h) SEVERABILITY. If one or more provisions of this Agreement\nare held to be unenforceable under applicable law, the parties agree to\nrenegotiate such provision in good faith. In the event that the parties cannot\nreach a mutually agreeable and enforceable replacement for such provision, then\n(i) such provision shall be excluded from this Agreement, (ii) the balance of\nthe Agreement shall be interpreted as if such provision were so excluded and\n(iii) the balance of the Agreement shall be enforceable in accordance with its\nterms.\n\n                (i) COUNTERPARTS. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed an original and all of which\ntogether shall constitute one instrument.\n\n\n                                       5.\n\n\n        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n                                       WOMEN.COM NETWORKS, INC.\n\n                                       By: \n                                          --------------------------------------\n                                          Chief Executive Officer\n\n                                       Address: 1820 Gateway Drive\n                                                San Mateo, CA  94404\n\n\n\n                                       PURCHASER:\n\n                                       HEARST COMMUNICATIONS, INC.\n\n                                       By: \n                                          --------------------------------------\n\n                                       Title:\n                                             -----------------------------------\n\n                                       Address: 959 Eighth Avenue\n                                                New York, NY 10019\n\n\n                                       6.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9354],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9622,9627],"class_list":["post-43721","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-womencom-networks-inc","corporate_contracts_industries-media__other","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\/43721","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=43721"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43721"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43721"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43721"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}