General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D Schedule 13D for Infoseek Corporation 22 112K
2: EX-1 Chart - Executive Officers & Directors 4± 28K
3: EX-2 Agreement of Twdc & Dei - Joint Schedule 13D 1 9K
4: EX-3 Agreement & Plan of Reorganization 56 321K
5: EX-4 Common Stock & Warrant Purchase Agreement 20 70K
6: EX-5 Promissory Note of Twdc 6 24K
7: EX-6 Warrant of Infoseek Dated November 18, 1998 11 47K
8: EX-7 Governance Agreement Dated June 18, 1998 26 94K
9: EX-8 Registration Rights Agreement - November 18, 1998 19 75K
10: EX-9 First Offer Letter Agreement Dated July 14, 1998 3 16K
11: EX-10 License Agreement Dated June 18, 1998 20 75K
12: EX-11 Product Management Agreement Dated June 18, 1998 13 48K
13: EX-12 Promotional Service Agreement Dated June 18, 1998 8 34K
14: EX-13 Amended and Restated Espn/Starwave Partnership 34 127K
15: EX-14 Amended and Restated Espn/Starwave Management 19 73K
16: EX-15 Rep. Agreement-Espn Partners, Starwave & Infoseek 15 56K
17: EX-16 Amended and Restated Abc News/Starwave Partnership 34 130K
18: EX-17 Amended and Restated Abc News/Starwave Management 20 77K
19: EX-18 Rep. Agreement-Abc News Part., Starwave & Infoseek 15 55K
20: EX-19 Tax Sharing Agreement 9 25K
EX-6 — Warrant of Infoseek Dated November 18, 1998
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EXHIBIT 6
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUED UPON EXERCISE HEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE
OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
NO. TWDC-1 INFOSEEK CORPORATION
November 18, 1998
COMMON STOCK WARRANT
This certifies that The Walt Disney Company (the "Investor" or the
"Original Holder"), or its registered assigns, is entitled, upon the terms and
subject to the conditions and restrictions on exercise hereinafter set forth,
at any time (subject to Section 2 below) on or after the date hereof and at or
prior to 11:59 pm., Pacific Time, on November 18, 1998 (the "Expiration
Time"), but not thereafter, to acquire from Infoseek Corporation, a Delaware
corporation (the "Company"), in whole or from time to time in part, up to
Fifteen Million Seven Hundred Twenty Thousand (15,720,000) fully paid and
nonassessable shares of Common Stock of the Company ("Warrant Stock") at a
purchase price per share equal to the Exercise Price as defined herein. Such
number of shares, type of security and Exercise Price are subject to
adjustment as provided herein, and all references to "Warrant Stock" and
"Exercise Price" herein shall be deemed to include any such adjustment or
series of adjustments.
1. EXERCISE OF WARRANT
As to Shares which are exercisable pursuant to Section 2 and in accordance
with the terms of this Warrant, the purchase rights represented by this Warrant
are exercisable by the registered holder hereof, in whole or in part, at any
time and from time to time at or prior to the Expiration Time by the surrender
of this Warrant and a Notice of Exercise form attached hereto duly executed to
the office of the Company at 1399 Moffett Park Drive, Sunnyvale, California
94089 (or such other office or agency of the Company as it may designate by
notice in writing to the registered holder hereof at the address of such holder
appearing on the books of the Company), and upon payment of the Exercise Price
(as defined below) for the shares thereby purchased (by wire transfer to the
order of the Company at the time of exercise in an amount equal to the purchase
price of the shares thereby purchased); whereupon the holder of this Warrant
shall receive from the Company one or more stock certificates (as reasonably
requested by the holder) in proper form representing the number of shares of
Warrant Stock so purchased, and a new Warrant in substantially identical form
and dated as of such exercise for the purchase of that number of shares of
Warrant Stock equal to the difference, if any, between the number of shares of
Warrant Stock subject hereto and the number of shares of Warrant Stock as to
which this Warrant is so exercised. Provided that all the terms of this Warrant
have been complied with, the holder of this Warrant shall be deemed to be the
record and beneficial owner of shares receivable upon exercise from and after
the time that this Warrant, Notice of Exercise and the Exercise Price are
delivered to the Company pursuant to this paragraph.
2. VESTING
This Warrant shall become exercisable pursuant to the following schedule:
(i) thirty-three and one-third percent (33 1/3%) of the Warrant Stock, upon the
one year anniversary of the date of issuance of the Warrant set forth above,
(ii) an additional thirty-three and one-third percent (33 1/3%) of the Warrant
Stock upon the second anniversary of the date of issuance of the Warrant set
forth above; and (iii) the remainder of the Warrant Stock upon the third
anniversary of the date of issuance of the Warrant set forth above. Each of the
first, second and third anniversaries of the date of issuance shall be referred
to as a "Vesting Date." Notwithstanding the foregoing, in the event of a
Standstill Termination Event (as such term is defined in the Governance
Agreement, dated as of June 15, 1998 by and between the Original Holder, Disney
Enterprises, Inc. and the Company (the "Governance Agreement")), the Warrant
shall become immediately exercisable for all of the Warrant Stock and the
"Vesting Date" for any of the Warrant Stock not already exercisable shall be the
date of such Standstill Termination Event.
3. EXERCISE PRICE
The Exercise Price per share for each of the shares of Warrant Stock for
which the Warrant becomes exercisable at each Vesting Date (upon such Vesting
Date, the "Vested Price") shall be equal: (i) to one hundred twenty percent
(120%) of the Current Market Price or (ii) if the Common Stock of the Company is
not quoted on Nasdaq or is not listed on a Market, the Exercise Price shall be
the fair market value of a share of Common Stock as determined by a unanimous
vote of the Board of Directors of the Company within forty-five (45) days
following delivery of Notice of Exercise (the "Board Determination Period"). The
determination of the Board of Directors shall be final and binding. If the Board
of Directors is unable to unanimously agree on the fair market value or if the
Board Determination Period expires, the fair market value shall be determined by
a Selected Appraiser (as defined herein), who shall determine the fair market
value of the Common Stock in accordance with recognized valuation techniques
within 60 days following the expiration of the Board Determination Period. For
purposes of this Warrant, "Current Market Price" means the average of the
closing sale prices for the Common Stock of the Company on the Nasdaq National
Market ("Nasdaq") (or any other stock exchange or national market on which the
Company's Common Stock is primarily traded (a "Market")) for the thirty (30)
trading days prior to such Vesting Date. For purposes of this Agreement, the
"Selected Appraiser" shall be any investment banking firm of national reputation
as mutually agreed by the Company and the holder of this Warrant at the time of
exercise, such agreement not to be unreasonably withheld. Upon mutual agreement
of the Selected Appraiser, such Selected Appraiser's determination shall be
final and binding. The fees and expenses of such Selected Appraiser shall be
borne equally by the Company and the holder. If the parties are unable to agree
on a Selected Appraiser within 30 days, then each of the Company and the holder
of this Warrant at the time of exercise shall be entitled to retain their own
appraiser, which appraiser shall be any investment banking firm of national
reputation, to value the shares in accordance with recognized valuation methods.
In such case the Exercise Price shall be the average of the two valuations
obtained by the Company and the holder and such determination shall be final and
binding, and each party shall bear the costs of their respective appraiser.
Notwithstanding anything to the contrary herein, in no event shall the Exercise
Price per share exceed fifty dollars ($50.00) (the "Maximum Price"), as adjusted
pursuant to Section 12.
4. ISSUANCE OF SHARES
Certificates evidencing the shares purchased hereunder shall be delivered
to the holder hereof within a reasonable time (in no event exceeding seven (7)
days) after the date on which this Warrant shall have been
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exercised in accordance with the terms hereof. The Company hereby represents and
warrants that all shares of Warrant Stock which may be issued upon the exercise
of this Warrant will, upon such exercise, be duly and validly authorized and
issued, fully paid and nonassessable and free from all taxes, liens and charges
in respect of the issuance thereof (other than liens or charges created by or
imposed upon the holder of the Warrant Stock).
5. CHARGES, TAXES AND EXPENSES
Issuance of certificates for shares of Warrant Stock upon the exercise of
this Warrant shall be made without charge to the holder hereof for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the holder of this Warrant or
in such name or names as may be directed by the holder of this Warrant;
provided, however, that in the event certificates for shares of Warrant Stock
are to be issued in a name other than the name of the holder of this Warrant,
subject to Section 8 below, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof.
6. NO RIGHTS AS SHAREHOLDERS
This Warrant does not entitle the holder hereof to any voting rights or
other rights as a shareholder of the Company prior to the exercise hereof.
7. REGISTRATION RIGHTS
The Warrant Stock issuable upon exercise of this Warrant shall be entitled
to the registration rights set forth in that certain Registration Rights
Agreement by and among the Company, the Original Holder and Disney Enterprises,
Inc.
8. TRANSFERABILITY
Subject to the provisions of the Common Stock and Warrant Purchase
Agreement dated of even date herewith by and between the Company and the
Original Holder and the Governance Agreement, prior to the Expiration Time and
subject to compliance with applicable laws (including federal and state
securities laws), this Warrant and all rights hereunder are transferable by the
holder hereof, in whole or in part, at the office or agency of the Company
referred to in Section 1 hereof only to any subsidiary of the Original Holder,
provided that the Original Holder owns no less than eighty percent (80%)
(directly or indirectly, including without limitation, through any other entity)
of the voting power represented by the outstanding capital stock of such
subsidiary. Any such transfer shall be made upon surrender of this Warrant
together with, if applicable, the Assignment Form attached hereto properly
endorsed. Any transfer not in compliance with this Section 8 shall be deemed
void by the Company.
THIS WARRANT AND ANY SHARES OF WARRANT STOCK ISSUED UPON EXERCISE OF THIS
WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A GOVERNANCE
AGREEMENT BETWEEN, AMONG OTHERS, THE COMPANY AND THE ORIGINAL HOLDER HEREOF. A
COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND
WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE
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HOLDER OF RECORD OF THIS WARRANT OR THE SHARES OF WARRANT STOCK ISSUED UPON
EXERCISE OF THIS WARRANT.
9. EXCHANGE AND REGISTRY OF WARRANT
This Warrant is exchangeable, upon the surrender hereof by the registered
holder at the above-mentioned office or agency of the Company, for a new Warrant
in substantially identical form and dated as of such exchange. The Company shall
maintain at the above-mentioned office or agency a registry showing the name and
address of the registered holder of this Warrant. This Warrant may be
surrendered for exchange, transfer, exercise, in accordance with its terms, at
such office or agency of the Company, and the Company shall be entitled to rely
in all respects, prior to written notice to the contrary, upon such registry.
10. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT
On receipt by the Company of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant, and in
case of any such loss, theft or destruction of this Warrant, on delivery of an
indemnity agreement reasonably satisfactory in form and amount to the Company
or, in the case of any such mutilation, on surrender and cancellation of such
Warrant, the Company will execute and deliver to the holder, in lieu thereof, a
new warrant in substantially identical form, dated as of the date of such
cancellation and reissuance.
11. SATURDAYS, SUNDAYS AND HOLIDAYS
If the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall be a Saturday or a Sunday or shall
be a legal holiday, then such action may be taken or such right may be exercised
on the next succeeding business day.
12. ADJUSTMENT TO NUMBER AND TYPE OF SECURITIES, EXERCISE PRICE
The type and number of securities of the Company issuable upon exercise of
this Warrant, the Maximum Price, and the Vested Price for each share of Warrant
Stock for which this Warrant becomes exercisable are subject to adjustment and
termination as set forth below:
(a) STOCK DIVIDENDS, SUBDIVISIONS AND COMBINATIONS. If at any time
the Company shall (i) declare a dividend or otherwise make a distribution to the
holders of its Common Stock in the form of additional shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a larger number of
shares of Common Stock, or (iii) combine its outstanding shares of Common Stock
into a smaller number of shares of Common Stock, then the number of shares of
Warrant Stock for which this Warrant is exercisable shall be adjusted as
follows:
(A) the number share of shares of Warrant Stock for which this Warrant
is exercisable shall be adjusted to equal the number of shares of
Warrant Stock for which this Warrant is exercisable immediately before
the occurrence of any such event multiplied by fraction, (1) the
numerator of which is the total number of shares of Common Stock
outstanding immediately after the
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occurrence of such event and (2) the denominator of which is the total
number of shares of Common Stock outstanding immediately before the
occurrence of such event; and
(B) the Vested Price and the Maximum Price shall be adjusted to equal
the Vested Price and Maximum Price, respectively, in effect
immediately before the occurrence of such event multiplied by a
fraction (1) the numerator of which is the total number of shares of
Warrant Stock for which this Warrant is exercisable immediately before
the adjustment and (2) the denominator of which is the total number of
shares of Warrant Stock for which this Warrant is exercisable
immediately after the adjustment.
(b) RECLASSIFICATION, CONSOLIDATION OR MERGER. In case of any
reclassification or change of outstanding securities of the class issuable upon
exercise of this Warrant (other than a change in or implementation of a par
value, or as a result of a subdivision or combination), or in case of any
consolidation or merger of the Company with or into another corporation or other
entity, other than a merger with another corporation or other entity in which
the Company is a continuing corporation and which does not result in any
reclassification or change of outstanding securities issuable upon exercise of
this Warrant, or in case of any sale of all or substantially all of the assets
of the Company, the Company, or such successor or purchasing corporation, as the
case may be, shall execute a new Warrant providing that the holder of this
Warrant shall have the right to exercise such new Warrant and procure upon such
exercise, in lieu of each share of Warrant Stock theretofore issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change,
consolidation, merger or sale by a holder of one share of Warrant Stock. Such
new Warrant shall provide for adjustments provided for in this Section 12. The
provisions of this subsection (b) shall similarly apply to successive
reclassification, change, consolidations, mergers and sales.
(c) CERTAIN OTHER DIVIDENDS AND DISTRIBUTIONS. With respect to any
securities which are of the same class and series as any Warrant Stock for which
this Warrant is exercisable pursuant to Section 2 hereof, if at any time the
Company shall fix a record date for the purpose of determining the holders of
such securities entitled to receive any dividend or other distribution
(including any such distribution made in connection with a consolidation or
merger, but excluding any distribution referred to in subparagraph (b) above) of
(i) any evidence of indebtedness, shares of its capital stock (including any
securities convertible into such securities but excluding Common Stock for which
an adjustment is made pursuant to Section 12(a)) or any other securities or
property of any nature whatsoever, or (ii) any warrants or other rights to
subscribe for or purchase any evidence of its indebtedness, any shares of its
stock (including any securities convertible into such securities but excluding
Common Stock for which an adjustment is made pursuant to Section 12(a)) or any
other of its securities or its property of any nature whatsoever (other than
normal cash dividends or cash distributions permitted under applicable law),
then the number of shares of Warrant Stock for which this Warrant is
exercisable, the Maximum Price and the related Vested Price shall be adjusted as
follows:
(A) the number of shares of Warrant Stock for which this Warrant
is exercisable shall be adjusted to equal the number of shares of
Warrant Stock for which this Warrant is exercisable immediately
prior to such distribution or dividend multiplied by a fraction,
(1) the numerator of which shall be either (i) the Current Market
Price per share of Warrant Stock on such record date or (ii) if
the Warrant Stock is not quoted on Nasdaq or is not listed on a
Market, the fair market value determined in accordance with the
procedures set forth in clause (ii) of paragraph 3 hereof, and (2)
the denominator of
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which shall be either (i) the Current Market Price per share of
the Warrant Stock on such record date or (ii) if the Warrant Stock
is not quoted on Nasdaq or is not listed on a Market, the fair
market value determined in accordance with the procedures set
forth in clause (ii) of paragraph 3 hereof, minus the amount
allocable to one share of the Warrant Stock of the fair value (as
determined in good faith by the Board of Directors of the Company
and, unless waived by the holder hereof, supported by an opinion
from an investment banking firm of nationally recognized standing
approved by the Holder, which approval shall not be unreasonably
withheld) of any and all such evidences of indebtedness, shares of
stock, other securities or property or warrants or other
subscription or purchase rights so distributable; and
(B) the Vested and Maximum Price shall be adjusted to equal the
Vested Price and Maximum Price, respectively, in effect
immediately before the occurrence of any such event multiplied by
a fraction, (1) the numerator of which is the total number of
shares of Warrant Stock for which the Warrant is exercisable
immediately before the adjustment, and (2) the denominator of
which is the total number of shares of Warrant Stock for which
this Warrant is exercisable immediately after the adjustment;
PROVIDED THAT (i) a reclassification of the Warrant Stock (other
than a change in par value from par value to no par value or from
no par value to par value) into shares of Warrant Stock and shares
of any other class of stock shall be deemed a distribution by the
Company to the holders of its Warrant Stock of such shares of such
other class of stock within the meaning of this subparagraph (c)
and, (ii) if the outstanding shares of Warrant Stock shall be
changed into a larger or smaller number of shares of Warrant Stock
as a part of such reclassification, such change shall be deemed a
subdivision or combination, as the case may be, of the outstanding
shares of Warrant Stock within the meaning of subparagraph (a).
(d) CERTIFICATE AS TO ADJUSTMENTS. In case of any adjustment in the
Exercise Price, Maximum Price or number and type of securities issuable on the
exercise of this Warrant, the Company will promptly give written notice thereof
to the holder of this Warrant in the form of a certificate, certified and
confirmed by an officer of the Company, setting forth such adjustment and
showing in reasonable detail the facts upon which such adjustment is based.
(e) FRACTIONAL INTERESTS. In computing adjustments under this Section
12, fractional interests in Common Stock shall be taken into account by rounding
up to the nearest whole number of shares.
(f) WHEN ADJUSTMENT TO BE MADE. No adjustment in the Maximum Price or
the Exercise Price shall be required by this Section 12 if such adjustment
either by itself or with other adjustment not previously made would require an
increase or decrease of less than one percent (1%) in such price. Any such
adjustment representing a change of less than such minimum amount which is
postponed shall be carried forward and made as soon as such adjustment, together
with other adjustments required by this Section 12 and not previously made,
would result in a minimum adjustment. Notwithstanding the foregoing, any
adjustment carried forward shall be made no less than ten Business Days prior to
the Termination Date. All calculations under this Section 12 shall be made to
the nearest cent. For the purposes of any adjustment, any specified event shall
be deemed to have occurred at the close of business on the date of its
occurrence.
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(g) WHEN ADJUSTMENTS NOT REQUIRED. If the Company shall fix a record
date for the purpose of determining the holders of its Common Stock entitled to
receive a dividend or distribution and shall, thereafter and before the
distribution to stockholders thereof legally abandon its plan to pay or deliver
such dividend or distribution then thereafter no adjustment shall be required by
reason of the taking of such record and any such adjustment previously made in
respect thereof shall be rescinded and annulled.
(h) In addition, the Company acknowledges that the Original Holder is
entitled to certain rights to maintain its percentage ownership of the Company
as set forth in Section 3.1 of the Governance Agreement.
13. NOTICES OF RECORD DATE, ETC.
In the event of:
(a) any taking by the Company of a record of the holders of any
securities issuable upon exercise of this Warrant for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right,
(b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company, or any transfer of all or
substantially all the assets of the Company to, or consolidation or merger of,
the Company with or into any person,
(c) any voluntary or involuntary dissolution, liquidation or winding-
up of the Company, or
(d) any proposed issue or grant by the Company to the holders of any
securities issuable upon exercise of this Warrant of any shares of stock of any
class or any other securities, or any right or warrant to subscribe for,
purchase or otherwise acquire any shares of stock of any class or any other
securities,
then, and in each such event, the Company will mail to the holder hereof a
notice specifying (i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, (ii) the date on which any
such reorganization, reclassification, recapitalization, transfer,
consolidation, merger, dissolution, liquidation or winding-up is to take place,
and the time, if any is to be fixed, as to which the holders of record of
Warrant Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, (iii) the amount and character of any
stock or other securities, or rights or warrants with respect thereto, proposed
to be issued or granted, the date of such proposed issue or grant and the
persons or class of persons to whom such proposed issue or grant is to be
offered or made, and (iv) in reasonable detail, the facts, including the
proposed date, concerning any other such event. Such notice shall be delivered
to the holder hereof at least twenty (20) days prior to the date therein
specified.
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14. REPRESENTATIONS AND WARRANTIES
The Company hereby represents and warrants to the holder hereof that:
(a) during the period this Warrant is outstanding, the Company will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of Warrant Stock upon the exercise of this
Warrant;
(b) the issuance of this Warrant shall constitute full authority to
the Company's officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the shares of
Warrant Stock issuable upon exercise of this Warrant;
(c) the Company has all requisite legal and corporate power to execute
and deliver this Warrant, to sell and issue the Warrant Stock hereunder and to
carry out and perform its obligations under the terms of this Warrant;
(d) all corporate action on the part of the Company, its directors and
shareholders necessary for the authorization, execution, delivery and
performance of this Warrant by the Company, the authorization, sale, issuance
and delivery of the Warrant Stock issuable upon exercise of the Warrant, the
grant of registration rights as provided herein and the performance of the
Company's obligations hereunder has been taken;
(e) the Warrant Stock, when issued in compliance with the provisions
of this Warrant will be validly issued, fully paid and nonassessable, and free
of any liens or encumbrances created by or through the Company, and will be
issued in compliance with all applicable federal and state securities laws; and
(f) the issuance of the Warrant Stock will not be subject to any
preemptive rights, rights of first refusal or similar rights other than those
granted to the Original Holder in the Governance Agreement.
15. COOPERATION
The Company will not, by amendment of its Certificate of Incorporation or
through any reorganization, recapitalization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the holder of the Warrant against impairment.
16. MISCELLANEOUS
(a) REMEDIES. The Company agrees that monetary damages would not be
adequate compensation for any loss incurred by reason of a breach by it of the
provisions of this Warrant and hereby agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate. Accordingly,
it is agreed that the holder of this Warrant shall be entitled to an injunction,
restraining order or other equitable relief to prevent breaches of this
Agreement and to enforce specifically the terms and provisions hereof in any
court
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of competent jurisdiction in the United States or any state thereof. Such
remedies shall be cumulative and non-exclusive and shall be in addition to any
other rights and remedies the parties may have under the Agreement.
(b) SEVERABILITY. If the event that any provision of this Warrant or
the application thereof, becomes or is declared by a court of competent
jurisdiction to be illegal, void or unenforceable, the remainder of this Warrant
will continue in full force and effect and the application of such provision to
other persons or circumstances will be interpreted so as reasonably to effect
the intent of the parties hereto. The parties further agree to replace such
void or unenforceable provision of this Warrant with a valid and enforceable
provision that will achieve, to the extent possible, the economic, business and
other purposes of such void or unenforceable provision.
(c) SUCCESSORS AND ASSIGNS. Subject to the provisions of paragraph 8
hereof, this Warrant shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, including without limitation and
without the need for an express assignment.
17. GOVERNING LAW
THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
WHOLLY WITHIN SUCH STATE.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officers.
Dated: November 18, 1998 INFOSEEK CORPORATION
By: /s/ Harry M. Motro
------------------
Harry M. Motro
President and Chief Executive Officer
Attest:
/s/ Andrew E. Newton
____________________
Andrew E. Newton
Secretary
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FORM OF
NOTICE OF EXERCISE
To: INFOSEEK CORPORATION
(1) The undersigned hereby elects to purchase _________________ shares of
Common Stock of Infoseek Corporation pursuant to the terms of the attached
Warrant, and has tendered herewith payment of the purchase price in full by wire
transfer.
(2) Please issue a certificate or certificates representing said shares in
the name of the undersigned.
(3) The undersigned represents that the aforesaid shares are being acquired
for the account of the undersigned for investment and not with a view to, or for
resale in connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares, except in
compliance with applicable federal and state securities laws and that the
aforesaid shares are subject, if applicable, to the Governance Agreement between
Infoseek Corporation, Disney Enterprises, Inc. and The Walt Disney Company dated
as of June 15, 1998.
(4) The undersigned accepts such shares, subject to the terms relating to
registration rights under the Registration Rights Agreement dated as of
______________, 1998.
____________________ __________________________________
(Date) (Signature)
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ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required
information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to
__________________________________________________________
(Please Print)
who, by signature below, is confirmed to be a subsidiary of the Original Holder
(as defined in the Warrant) such that the Original Holder owns no less than
eighty percent (80%) of the voting power represented by the outstanding capital
stock of the subsidiary and whose address is____________________________________
(Please Print)
____________________________
Dated:_____________________________________________
Holder's Signature:________________________________
Holder's Address:__________________________________
___________________________________________________
Guaranteed Signature:___________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.
Dates Referenced Herein and Documents Incorporated by Reference
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