DRIV » Topics » 17. Choice of Law.

This excerpt taken from the DRIV DEF 14A filed Apr 23, 2007.
17.  Choice of Law.
 
The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.


A-14


Table of Contents

FORM OF PROXY CARD
DIGITAL RIVER, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF STOCKHOLDERS
Thursday, May 31, 2007
3:30 p.m.
Sheraton Hotel
7800 Normandale Boulevard
Bloomington, Minnesota 55439
     
DIGITAL RIVER, INC.    
9625 West 76th Street,    
Eden Prairie, MN 55344  
proxy
 
TO THE STOCKHOLDERS OF DIGITAL RIVER, INC.:
     NOTICE IS HEREBY GIVEN that the Annual Meeting of stockholders of DIGITAL RIVER, INC., a Delaware corporation (the “Company”), will be held on Thursday, May 31, 2007, at 3:30 p.m. local time at the Sheraton Hotel, 7800 Normandale Boulevard, Bloomington, Minnesota, 55439 for the purposes stated on the reverse.
     By signing the proxy, you revoke all prior proxies and appoint Joel A. Ronning and Thomas M. Donnelly, and each of them, with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.
     All stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy as promptly as possible. In order to ensure your representation at the meeting, a return envelope (which is postage prepaid if mailed in the United States) is enclosed for that purpose. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain from the record holder a proxy issued in your name.
     The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of business on April 12, 2007, as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.
See reverse for voting instructions.
 
THERE ARE THREE WAYS TO VOTE YOUR PROXY
     
Your telephone or Internet vote authorizes the Named Proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.
  COMPANY #
VOTE BY PHONE — TOLL FREE — 1-800-560-1965 — QUICK *** EASY *** IMMEDIATE
    Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 30, 2007.
 
    Please have your proxy card and the last four digits of your Social Security Number available. Follow the simple instructions the voice provides you.
VOTE BY INTERNET — http://www.eproxy.com/driv/ — QUICK *** EASY *** IMMEDIATE
    Use the Internet to vote your proxy 24 hours a day, 7 days a week, until 12:00 p.m. (CT) on May 30, 2007.
 
    Please have your proxy card and the last four digits of your Social Security Number available. Follow the simple instructions to obtain your records and create an electronic ballot.

 


Table of Contents

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to
Digital River, Inc., c/o Shareowner ServicesSM, P.O. Box 64873, St. Paul, MN 55164-0873.
If you vote by Phone or Internet, please do not mail your Proxy Card
The Board of Directors Recommends a Vote FOR all Proposals.
                     
1. Election of directors:
  01 Joel A. Ronning   o   Vote FOR   o   Vote WITHHELD
 
          the nominee       from the nominee
 
          (except as marked)        
 
                   
 
  02 Perry W. Steiner   o   Vote FOR   o   Vote WITHHELD
 
          the nominee       from the nominee
 
          (except as marked)        
 
                   
 
  03 J. Paul Thorin   o   Vote FOR   o   Vote WITHHELD
 
          the nominee       from the nominee
 
          (except as marked)        
     
(Instructions: To withhold authority to vote for the indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.)
   
\/ Please fold here \/
             
2. To approve the 2007 Equity Incentive Plan.
  o  For   o  Against   o  Abstain
 
           
3. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as independent auditors of the Company for its fiscal year ending December 31, 2007.
  o  For   o  Against   o  Abstain
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR ALL PROPOSALS.
     
Address Change? Mark Box o Indicate changes below:
  Date
 
   
 
  Signature(s) in Box
 
  Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons must sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy.

 

This excerpt taken from the DRIV 8-K filed Dec 20, 2005.
CHOICE OF LAW.

 

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

 


This excerpt taken from the DRIV 8-K filed May 31, 2005.

17.          CHOICE OF LAW.

 

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

 


This excerpt taken from the DRIV DEF 14A filed Apr 7, 2005.
17.            CHOICE OF LAW.

The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules.

A-15




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