This excerpt taken from the ATVI DEF 14A filed Apr 22, 2009.
In connection with the consummation of the Combination, on July 9, 2008, we, Vivendi, VGAC and Vivendi Games entered into an investor agreement. The investor agreement contains various agreements among the parties regarding, among other things:
For more information about the investor agreement, see our current report on Form 8-K filed with the SEC on July 15, 2008.
In accordance with the investor agreement and the employment agreement between us and Jean-Francois Grollemund dated July 16, 2008, effective as of the consummation of the Combination we have agreed to reimburse, on a quarterly basis, Vivendi or any of its controlled affiliates for contributions made by Vivendi or any of its controlled affiliates to the French social security system in respect of the employment of Jean-Francois Grollemund (but in no event in excess of the maximum amount of the social security contributions required under applicable law). During the period from July 9, 2008 until December 31, 2008, we paid to Vivendi $33,588 for reimbursement of such social security contributions in accordance with the investor agreement.
This excerpt taken from the ATVI DEF 14A filed Jul 29, 2008.
In connection with the consummation of the Combination, on July 9, 2008, the Company, Vivendi, VGAC and Vivendi Games entered
into the Investor Agreement. The Investor Agreement contains various agreements among the parties regarding, among other things:
For more information about the Investor Agreement, see the Company's Current Report on Form 8-K filed with the SEC on July 15, 2008.
These excerpts taken from the ATVI 8-K filed Jul 15, 2008.
THIS INVESTOR AGREEMENT, dated as of July 9, 2008 (this Agreement), is between VIVENDI S.A., a societe anonyme organized under the laws of France (Vivendi), VGAC LLC, a Delaware limited liability company (VGAC LLC; and together with Vivendi, the Vivendi Stockholders), VIVENDI GAMES, INC., a Delaware corporation and wholly owned subsidiary of VGAC LLC (Games), and ACTIVISION BLIZZARD, INC. a Delaware corporation (the Company).
In connection with the closing of the Transactions, on July 9, 2008, the Company entered into an Investor Agreement (the Investor Agreement) with Vivendi, VGAC and Vivendi Games. The Investor Agreement contains various agreements among the parties regarding, among other things:
· Vivendis and VGACs agreement to vote their respective shares of the Companys common stock in favor of (a) the nominees proposed for election as directors of the Company by the independent nominating committee, subject to certain limited exceptions, and (b) the nominees proposed for election as directors of the Company by the executive nominating committee, in each case, so long as such nominees are nominated in accordance with the Companys amended and restated certificate of incorporation and amended and restated bylaws;
· the reimbursement of Vivendi by the Company for stock-settled equity award expenses and the payment of cash-settled equity awards as they relate to equity awards granted by Vivendi and its controlled affiliates to certain of Vivendi Games employees prior to the closing date of the Transactions;
· the Companys agreement to provide Vivendi with its quarterly consolidated financial statements and to use its reasonable best efforts to comply with Vivendis consolidation and financial reporting process;
· the grant of certain registration rights to Vivendi and its affiliates, including demand and piggyback registration rights;
· Vivendis and VGACs agreements to provide the Company with at least five business days, notice of its intention to enter into any agreement to consummate a control block sale (as such term is defined in the Investor Agreement) and to provide certain other information related thereto; and
· Vivendis and VGACs agreements to vote their respective shares of the Companys common stock to ratify those actions taken by the Activision stockholders at the 2007 annual meeting of Activision stockholders.