Onyx software corporation




















ONYX provides incredibly detailed fixture libraries. Everything is mapped right at your fingertips with the expandable graphical parameter view. Using encoders, touch, mouse or keypad control the user has instant access to colors, gobos and every specific feature that fixture supports. With fast turnaround times on our library service and an internal library editor for last minute fixture additions, ONYX is always ready to take control. Create visual workflows to build those complex effects and select fixture and groups using a virtual representation of the real-world layouts.

The ONYX 2D view provides live feedback of intensity, color and position for immediate visual confirmation or to preprogram while on the go. Use fixtures and groups in combination with layers and pages to make extended fixture selections and build complex effects in a unique visible way.

You are in control of what you see when you need it. From presets to playbacks to console information, ONYX has an innovative and unique workspace system that is optimized for the task at hand.

Combine and refine your fixtures no matter how complex and layered they are. Work in parts, blocks and divisions in combination with timings, fanning or effects. Utilize the Fan tool for visual alignment of fixtures along customizable path. Simply bend and twist it around to achieve intricate beam spreads to create those amazing mid-air focuses.

ONYX is the perfect system for creative types. Access unlimited playbacks from the console hardware and the touch screens. Adapt to your show with the various cuelist styles to control all parameters with precise timings or immediately on the fly. Synchronize cues to timecode or run them manually following the music. Fade in, out or through cues using the unique Override feature with the powerful cue-blender option. The included manager plugin provides a calendar event system to schedule any task for shows, installs or complex architainment systems.

Automate your system and link the events to sunrise and sunset times. The Redemption Notice shall also specify the applicable redemption price for each series of Parity Redemption Stock to be redeemed, the number of shares of each series of Parity Redemption Stock anticipated by the Company to be redeemed from such holder on each Redemption Date assuming no conversion of any shares of Parity Redemption Stock and the place where redemption shall be made.

The Company shall deliver the Redemption Notice, postage prepaid, to each holder of record of Parity Redemption Stock at the address last shown on the records of the Company, with a copy of the Redemption Notice to each such holder sent by facsimile transmission, by tested or otherwise authenticated telex or by any similar electronic communication. No defect in the Redemption Notice or in the mailing or publication thereof shall affect the validity of the redemption proceeding with respect to the Company or any holder of Parity Redemption Stock except as to any holder that has not received actual notice of the redemption.

Subject to limitations imposed by law, the Company shall redeem on each Redemption Date the number of shares of Parity Redemption Stock held by each holder thereof determined by dividing a the aggregate number of shares of Parity Redemption Stock held by such holder by b the number of remaining Redemption. Dates including the Redemption Date to which such calculation applies such obligation to redeem shares of Parity Redemption Stock being referred to herein as a "Redemption Obligation".

On or after each Redemption Date, each holder of shares of Parity Redemption Stock shall surrender the certificate or certificates evidencing shares of Parity Redemption Stock to be redeemed to the Company at any place designated for such surrender in the Redemption Notice and shall then be entitled to receive payment in cash, by wire transfer or by bank-certified check of the Redemption Price for each share of Parity Redemption Stock to be redeemed.

If less than all of the shares represented by a share certificate are to be redeemed, the Company shall issue a new certificate representing the shares not redeemed.

If and so long as any Redemption Obligation shall not fully be satisfied, a each holder of shares of Parity Redemption Stock as to which a Redemption Obligation has not been satisfied shall be entitled to convert such shares into shares of Common Stock pursuant to the terms set forth elsewhere herein, b the Company shall not, directly or indirectly, declare or pay any dividend or make any distribution on, or purchase, redeem or satisfy any mandatory redemption, sinking fund or other similar obligation in respect of, any securities ranking junior to the Parity Redemption Stock with respect to liquidation preference or warrants, rights or options exercisable for any such junior securities, and c the Company shall not, directly or indirectly, declare or pay any dividend or make any distribution on, or.

The shares of Parity Redemption Stock required to be redeemed but not so redeemed shall remain outstanding and entitled to all rights and preferences provided herein. At any time thereafter when additional funds of the Company are legally available for the redemption of such shares, such funds will be used, at the end of the next succeeding fiscal quarter, to redeem the balance of such shares, or such portion thereof for which funds are then legally available, on the basis set forth above.

From and after each Redemption Date, unless default shall be made by the Company in paying the Redemption Price at the time and place specified in the Redemption Notice, no dividends on shares of Parity Redemption Stock to be redeemed on such Redemption Date shall be declared or accrue and all rights of holders of such shares shall cease, except the right of holders of such shares to receive the applicable Redemption Price, against delivery of certificates representing such shares and such shares shall cease to be outstanding.

Each share of Series A Stock and Series B Stock may, at the option of the holder, be converted at any time, including after the delivery of a Liquidation Notice, into such number of fully paid and nonassessable shares of Common Stock as is equal to the product obtained by multiplying the applicable Series A Conversion Rate or Series B Conversion Rate determined under.

Each outstanding share of Series A Stock and Series B Stock shall be converted automatically, without any action by the holders of such shares and whether or not the certificates representing such shares are surrendered to the Company or its transfer agent, into the number of shares of Common Stock into which such Series A Stock or Series B Stock is convertible pursuant to Section 2.

The conversion price for Series B Stock in effect from. Upon the happening of an Extraordinary Common Stock Event as defined below after the date of the initial issuance of any shares of Series A Stock or Series B Stock, the Series A Conversion Price and Series B Conversion Price, as applicable, shall, simultaneously with the happening of such Extraordinary Common Stock Event, be adjusted by multiplying the then effective Series A Conversion Price or Series B Conversion Price, as applicable, by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such Extraordinary Common Stock Event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such Extraordinary Common Stock Event, and the product so obtained shall thereafter be the Series A Conversion Price and Series B Conversion Price, respectively.

Except as provided in Subsections 2. Conversion shall be deemed to have been effected immediately prior to the close of business on the Conversion Date as defined below for voluntary conversions and for mandatory conversions , and at such time, whether or not certificates representing the shares being converted shall have been received by the Company or its transfer agent in the case of a mandatory conversion, the rights of the holder as holder of the converted shares of Series A Stock or Series B Stock, as applicable, shall cease and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares of Common Stock represented thereby.

With respect to a voluntary conversion pursuant to Section 2. Whether or not such certificate or certificates have been so surrendered, with respect to mandatory conversions pursuant to Section 2. In the event some but not all of the shares of Series A Stock or Series B Stock represented by a certificate or certificates surrendered by a holder are converted, the Company shall execute and deliver to or on the order of the holder, at the expense of the Company, a new certificate representing the shares of Series A Stock or Series B Stock, respectively, that were not converted.

If any capital reorganization or reclassification of the capital stock of the Company shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby each holder of a share or shares of.

Such notice in accordance with the foregoing clause i shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which holders of Common Stock shall be entitled thereto and such notice in accordance with the foregoing clause ii shall also specify the date on which the holders of Common Stock shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, disposition, dissolution, liquidation or winding up, as the case may be.

In each case of an adjustment or readjustment of the Series A Conversion Rate or Series B Conversion Rate, respectively, as soon as practicable following the adjustment event, the Company at its expense will furnish each holder of Series A Stock or Series B Stock, as applicable, with a certificate, prepared by the Chief Financial Officer of the Company, showing such adjustment or readjustment and stating in detail the facts upon which such adjustment or readjustment is based.

The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Stock and Series B Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Stock and Series B Stock and, if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Stock and Series B Stock, the Company shall immediately take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

Each holder of Series A Stock or Series B Stock shall be entitled to vote on all matters submitted to a vote of shareholders and shall be entitled to that number of votes equal to the largest number of whole shares of Common Stock into which such holder's shares of Series A Stock and Series B Stock, respectively, could.

Except as otherwise expressly provided herein or by the Washington Business Corporation Act, as amended, the holders of shares of the Series A Stock, Series B Stock and Common Stock shall vote together as a single class on all matters submitted to a vote of shareholders. So long as any shares of Preferred Stock remain outstanding, and subject to the rights of any series of Preferred Stock that may from time to time be authorized and outstanding, without the affirmative consent of the holders of shares representing at least two-thirds unless a greater number is otherwise required by law of the voting power of the Preferred Stock then outstanding, acting together as a single class, given by written consent or by vote at a meeting called for such purpose for which notice shall have been given to the holders of Preferred Stock, the Company shall not:.

So long as no fewer than 1,, shares of Series A Stock remain outstanding, and subject to the rights of any series of Preferred Stock that may from time to time be authorized and outstanding, without the affirmative consent of the holders of shares representing a majority unless a greater number is otherwise required by law of the voting power of the Series A Stock then outstanding, acting separately as a class, given by written consent or by vote at a meeting called for such purpose for which notice shall have been given to the holders of Series A Stock, the Company shall not:.

So long as no fewer than , shares of Series B Stock remain outstanding, and subject to the rights of any series of Preferred Stock that may from time to time be authorized and outstanding, without the affirmative consent of the holders of shares representing a majority unless a greater number is otherwise required by law of the voting power of the Series B Stock then outstanding, acting separately as a class, given by written consent or by vote at a meeting called for such purpose for which notice shall have been given to the holders of Series B Stock, the Company shall not:.

No share or shares of Series A Stock or Series B Stock converted, redeemed, purchased or otherwise acquired by the Company shall be reissued, and all such shares shall be canceled, retired and eliminated from the shares that the Company shall be authorized to issue. The Company may from time to time take such appropriate corporate action as may be necessary to reduce the authorized number of shares of Series A Stock and Series B Stock accordingly.

Except as provided in Section 2. The shareholders of the Company shall not be entitled to cumulative voting at any election of directors. A director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for conduct as a director, except for liability of the director i for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, ii for conduct violating RCW 23B.

If the Washington Business Corporation Act is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the full extent permitted by the Washington Business Corporation Act, as so amended, without any requirement of further action by the shareholders.

In its offering statements the company described itself as a provider of enterprise relationship management ERM software solutions that automated key functions to help companies acquire, manage, and retain customers, partners, and other relationships. At the time it went public Onyx had about customers in financial services, high technology, telecommunications, and other fields.

Over the next two years Onyx began shifting to Web-based solutions. In April the company released Insight 3. Insight 3. It allowed customers, employees, and partners to access information via the Internet at any time. Email Agent automatically responded to customer e-mails 24 hours a day. Web Wizards let customers create, view, and update product service incidents over the Web, thus allowing an organization to provide hour customer service.

In the second half of Onyx completed beta testing and began shipping the Onyx Enterprise Portal. It was designed to help online businesses better serve their virtual customers by placing functions such as customer support, help desks, and sales force automation within a Web-enabled, server-delivered portal framework.

The Onyx Enterprise Portal shipped with a range of integrated Internet content from third-party providers to give users access to account and market profiles, stock quotes, maps, weather, news, and other content.

The Enterprise Portal also made it possible to customize content and applications for different departments and individuals. This new approach helped Onyx gain several new customers, including the Seattle Seahawks and Cincinnati Bell Telephone, among others. In a related development, Onyx acquired Versametrix Corp. Meanwhile, Onyx was developing a reputation as a great company to work for and one that was able to attract top talent.

Its workforce grew to about employees. These portals enabled customers, partners, and employees to access customer-related data through a Web browser interface in a single, customizable location. They were part of Onyx's Front Office suite of applications. The Onyx Customer Portal let customers place orders, request information, update their personal data, and initiate and track service requests through the same interface. The Onyx Partner Portal facilitated collaborative selling and the sharing of leads among an organization's partners.

The Onyx Employee Portal included CRM tools that let users access and manage account information, track sales opportunities, create customer-service queues, and analyze customer data. In the second half of Onyx expanded its presence in international markets. In Brazil the company signed up three distributors to begin selling its software in Spanish, English, and Portuguese.

Onyx had first established a presence in the Pacific Rim in with a full-service operation in Singapore and Australia. The company entered the Hong Kong and Malaysian markets in Onyx gained specialized consulting capabilities with the acquisition of RevenueLab in January RevenueLab was a consulting firm that developed revenue acceleration programs for sales and marketing and provided sales-strategy services.

Following the acquisition Onyx announced a partnership with Microsoft to join forces to sell CRM packages. The partnership initially targeted large financial services companies by offering a package that included Onyx's Investment Management Edition, Microsoft's. Net enterprise servers, and consulting services from RevenueLab. Around this time Onyx improved its financial position with a secondary stock offering. The company sold 2.



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