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Subscribers | 2003 |
Shareholders Agreement [Form]
Shareholders Agreement [Form] (5K)
Doc #171573: Click preview link for longer preview.
FORM OF CONEXANT SHAREHOLDERS AGREEMENT
November 3, 2003
To GlobespanVirata, Inc.:
Re: Merger of Concentric Sub, Inc. and GlobespanVirata, Inc.
Dear Sirs:
The undersigned, the owner of shares of common stock, par value $.01 per
share (the "Company Common Stock"), of Conexant Systems, Inc., a Delaware
corporation (the "Company"), understands that, pursuant to the Agreement and
Plan of Reorganization dated as of November 3, 2003 (the "Merger Agreement") by
and among the Company, Concentric Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("Concentric Sub"), and GlobespanVirata,
Inc., a Delaware corporation ("GlobespanVirata"), Concentric Sub will merge with
and into GlobespanVirata (the "Merger"). As a condition to its willingness to
approve the terms of the Merger Agreement, GlobespanVirata has required that the
undersigned deliver this letter (this "Letter").
171573
|
Conexant
As referenced in this Shareholders Agreement [Form]:
Conexant Systems, Inc. – Re: Merger of Concentric Sub, Inc. and GlobespanVirata, Inc.
Dear Sirs:
The undersigned, the owner of shares of common stock, par value $.01 per
share (the "Company Common Stock"), of Conexant Systems, Inc. , a Delaware
corporation (the "Company"), understands that, pursuant to the Agreement and
Plan of Reorganization dated as of November 3, 2003 (the "Merger Agreement") by
and among the Company,
_____________
dt 1458842
;
Conexant
As referenced in this Shareholders Agreement [Form]:
Conexant Systems, Inc. – Re: Merger of Concentric Sub, Inc. and GlobespanVirata, Inc.
Dear Sirs:
The undersigned, the owner of shares of common stock, par value $.01 per
share (the "Company Common Stock"), of Conexant Systems, Inc. , a Delaware
corporation (the "Company"), understands that, pursuant to the Agreement and
Plan of Reorganization dated as of November 3, 2003 (the "Merger Agreement") by
and among the Company,
_____________
dt 1458917
;
| Concentric Sub, Inc.;
GlobespanVirata, Inc.
|
| Preview
Subscribers | 2003 |
Shareholders Agreement [Form]
Shareholders Agreement [Form] (5K)
Doc #171574: Click preview link for longer preview.
FORM OF GLOBESPANVIRATA SHAREHOLDERS AGREEMENT
November 3, 2003
To Conexant Systems, Inc.:
Re: Merger of Concentric Sub, Inc. and GlobespanVirata, Inc.
Dear Sirs:
The undersigned, the owner of shares of common stock, par value
$.001 per share (the "Company Common Stock"), of GlobespanVirata, Inc., a
Delaware corporation (the "Company"), understands that, pursuant to the
Agreement and Plan of Reorganization dated as of November 3, 2003 (the "Merger
Agreement") by and among Conexant Systems, Inc., a Delaware corporation
("Conexant"), Concentric Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Conexant ("Concentric Sub"), and the Company, Concentric Sub will
merge with and into the Company (the "Merger"). As a condition to their
willingness to approve the terms of the Merger Agreement, Conexant and
Concentric Sub have required that the undersigned deliver this letter (this
"Letter").
171574
|
Conexant
As referenced in this Shareholders Agreement [Form]:
Conexant Systems, Inc. –
{DOCUMENT}
{TYPE}EX-99.B
{SEQUENCE}7
{FILENAME}a94950orexv99wb.txt
{DESCRIPTION}EXHIBIT 99.B
{TEXT}
{PAGE}
EXHIBIT 99.b
FORM OF GLOBESPANVIRATA SHAREHOLDERS AGREEMENT
November 3, 2003
To Conexant Systems, Inc. :
Re: Merger of Concentric Sub, Inc. and GlobespanVirata, Inc.
Dear Sirs:
The undersigned, the owner of shares of common stock, par value
$.001 per share (the "Company Common Stock"),
_____________
Conexant Systems, Inc. – of GlobespanVirata, Inc., a
Delaware corporation (the "Company"), understands that, pursuant to the
Agreement and Plan of Reorganization dated as of November 3, 2003 (the "Merger
Agreement") by and among Conexant Systems, Inc. , a Delaware corporation
("Conexant"), Concentric Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Conexant ("Concentric Sub"), and the Company, Concentric Sub will
merge with and into
_____________
dt 1458843
;
Conexant
As referenced in this Shareholders Agreement [Form]:
Conexant Systems, Inc. –
{DOCUMENT}
{TYPE}EX-99.B
{SEQUENCE}7
{FILENAME}a94950orexv99wb.txt
{DESCRIPTION}EXHIBIT 99.B
{TEXT}
{PAGE}
EXHIBIT 99.b
FORM OF GLOBESPANVIRATA SHAREHOLDERS AGREEMENT
November 3, 2003
To Conexant Systems, Inc. :
Re: Merger of Concentric Sub, Inc. and GlobespanVirata, Inc.
Dear Sirs:
The undersigned, the owner of shares of common stock, par value
$.001 per share (the "Company Common Stock"),
_____________
Conexant Systems, Inc. – of GlobespanVirata, Inc., a
Delaware corporation (the "Company"), understands that, pursuant to the
Agreement and Plan of Reorganization dated as of November 3, 2003 (the "Merger
Agreement") by and among Conexant Systems, Inc. , a Delaware corporation
("Conexant"), Concentric Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Conexant ("Concentric Sub"), and the Company, Concentric Sub will
merge with and into
_____________
dt 1458918
;
| Concentric Sub, Inc.;
GlobespanVirata, Inc.
|
| Preview
Subscribers | 2001 |
Shareholder Agreement
Shareholder Agreement (23K)
Doc #406021: Click preview link for longer preview.
MTI SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "AGREEMENT") is entered into as of
March 22, 2001, by and among Micron Electronics, Inc., a Minnesota corporation,
(the "COMPANY") and Micron Technology, Inc., a Delaware corporation ("MTI").
RECITALS
A. Concurrently with the execution of this Agreement, the Company,
Interland Acquisition Corporation, a Delaware corporation and a wholly owned
first-tier subsidiary of the Company ("MERGER SUB"), and Interland, Inc., a
Georgia corporation ("INTERLAND"), are entering into an Agreement and Plan of
Merger (the "MERGER AGREEMENT") that provides for the merger of Merger Sub with
and into Interland (the "MERGER"). Pursuant to the Merger, shares of common
stock of Interland, no par value per share, will be converted into shares of the
Company's Common Stock on the basis described in the Merger Agreement.
Capitalized terms used but not defined herein shall have the meanings set forth
in the Merger Agreement.
B. As a material inducement for the Company and Interland to enter
into the Merger Agreement, the Company and MTI desire to enter into this
Agreement, which, among other things, places certain restrictions on MTI
individually and on the Company's securities that MTI holds.
NOW, THEREFORE, in consideration of the above recitals and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. RESTRICTIONS ON TRANSFER OF SHARES
MTI hereby agrees that it shall not sell, transfer, assign,
pledge, hypothecate or otherwise dispose of, directly or indirectly, any shares
of capital stock of the Company (the "SHARES") held by MTI during the period
beginning on the Effective Time and ending on the nine month anniversary of the
Effective Time; PROVIDED, that following the nine month anniversary of the
Effective Time, the obligations of MTI under this Section 1 shall terminate
immediately; and PROVIDED, FURTHER, that notwithstanding the foregoing, any
Shares held by MTI may be transferred (i) to the Company or to a person or
persons that the Company has approved in writing; (ii) pursuant to a Bona Fide
Public Offering (as defined below) that includes securities of the Company being
sold by MTI; (iii) in response to a Third Party tender offer or exchange offer;
(iv) in a merger or consolidation; (v) pursuant to a plan of liquidation that is
authorized by the Company's Board; (vi) from MTI to Micron Foundation; (vii)
pursuant to a pledge of any Shares made pursuant to a bona fide loan transaction
that creates a security interest; (viii) to any controlled Affiliate of MTI; or
(ix) to any other transferee; provided, however, that with respect to clauses
(vi), (vii), (viii) and (ix) of this sentence, the transferee must agree in
writing to be bound by this Section 1 with respect to any transferred Shares. As
used in this Agreement, "BONA FIDE PUBLIC OFFERING" means a public offering of
securities of
{PAGE}
the Company registered under the Securities Act in which registration has been
declared effective by the Securities and Exchange Commission.
2. STANDSTILL PROVISIONS.
2.1 STANDSTILL. MTI hereby agrees that, until the
eighteen-month anniversary of the Effective Time, MTI will not, without the
Company's prior written consent, acquire, or enter into discussions,
negotiations, arrangements or understandings with any third party to acquire,
beneficial ownership (as defined in Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT")) of any securities of the
Company entitled to vote with respect to the election of any directors of the
Company ("VOTING STOCK"), any securities convertible into, exchangeable for or
exercisable for, or that may otherwise become, Voting Stock, or any other right
to acquire Voting Stock; other than (a) by way of stock dividend or other
distribution or rights or offerings made available to holders of shares of
Voting Stock generally, or (b) as a result of any exercise of stock purchase
rights pursuant to any stockholder rights plan.
For purposes of this Section 2, any Shares or options or rights to
acquire such Shares acquired by Affiliates of MTI who are also employees or
directors of the Company shall be excluded from the calculation of the number of
shares of Voting Stock held by MTI.
2.2 EXCEPTIONS TO STANDSTILL. Notwithstanding the
restrictions set forth in Section 2.1 above:
(a) EXCEPTIONS. MTI may acquire Voting Stock, and
the limitations of Section 2.1 shall be (x) suspended, upon the earlier of: (i)
the date that a third party not affiliated with MTI commences a tender or
exchange offer that is made and is not withdrawn or terminated to purchase, or
to exchange for cash or other consideration, Voting Stock that, if accepted or
if otherwise successful, would result in such person or group beneficially
owning or having the right to acquire shares of Voting Stock (not counting any
shares of Voting Stock originally acquired by such third party from MTI or any
Affiliate of MTI) with aggregate Voting Power (as defined below) representing
more than 50% of the Total Voting Power (as defined below) of the Company then
in effect PROVIDED, HOWEVER, that the foregoing standstill limitation will be
reinstated if any such tender or exchange offer is withdrawn or terminated, (ii)
the public announcement by the Company that it has entered into any agreement
406021
|
Interland
As referenced in this Shareholder Agreement:
Interland, Inc – RECITALS
A. Concurrently with the execution of this Agreement, the Company,
Interland Acquisition Corporation, a Delaware corporation and a wholly owned
first-tier subsidiary of the Company ("MERGER SUB"), and Interland, Inc ., a
Georgia corporation ("INTERLAND"), are entering into an Agreement and Plan of
Merger (the "MERGER AGREEMENT") that provides for the merger of Merger Sub with
and into Interland (the "
_____________
dt 1352732
;
Micron
As referenced in this Shareholder Agreement:
Micron Electronics, Inc – FILENAME}a2044032zex-5.txt
{DESCRIPTION}EXHIBIT 5
{TEXT}
{PAGE}
EXHIBIT 5
MTI SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "AGREEMENT") is entered into as of
March 22, 2001, by and among Micron Electronics, Inc ., a Minnesota corporation,
(the "COMPANY") and Micron Technology, Inc., a Delaware corporation ("MTI").
RECITALS
A. Concurrently with the execution of this Agreement, the Company,
Interland Acquisition Corporation, a Delaware
_____________
Micron Electronics, Inc – or facsimile numbers (or at such other
address or facsimile numbers for a party as shall be specified by like notice):
(a) if to the Company or Merger Sub, to:
Micron Electronics, Inc .
900 E. Karcher Road
Nampa, ID 83687-3045
Attention: Joel J. Kocher
Facsimile No.: (208) 898-3424
with a copy to:
Fenwick & West LLP
Two Palo Alto Square
Palo
_____________
MICRON ELECTRONICS, INC – of any performance other than the
actual performance specifically waived.
7
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Shareholder
Agreement on the date and year first written above.
MICRON ELECTRONICS, INC .:
Name: /s/ JOEL J. KOCHER
------------------------------------------
By: JOEL J. KOCHER
------------------------------------------
Title: Chairman and Chief Executive Officer
------------------------------------------
MICRON TECHNOLOGY, INC.:
Name: /s/ WILBUR G. STOVER, JR.
------------------------------------------
By: WILBUR G. STOVER, JR.
------------------------------------------
_____________
dt 1020132
;
Micron
As referenced in this Shareholder Agreement:
Micron Technology, Inc. – EXHIBIT 5
MTI SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "AGREEMENT") is entered into as of
March 22, 2001, by and among Micron Electronics, Inc., a Minnesota corporation,
(the "COMPANY") and Micron Technology, Inc. , a Delaware corporation ("MTI").
RECITALS
A. Concurrently with the execution of this Agreement, the Company,
Interland Acquisition Corporation, a Delaware corporation and a wholly owned
first-tier subsidiary of
_____________
Micron Technology, Inc. – 3424
with a copy to:
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
Attention: Dennis R. DeBroeck
Facsimile No.: 650-494-1417
(b) if to MTI, to:
Micron Technology, Inc.
8000 S. Federal Way
Boise, ID 83712
Attention: Wilbur G. Stover
Facsimile No.: (208) 368-4242
with a copy to:
5
{PAGE}
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650
_____________
MICRON TECHNOLOGY, INC. – executed this Shareholder
Agreement on the date and year first written above.
MICRON ELECTRONICS, INC.:
Name: /s/ JOEL J. KOCHER
------------------------------------------
By: JOEL J. KOCHER
------------------------------------------
Title: Chairman and Chief Executive Officer
------------------------------------------
MICRON TECHNOLOGY, INC. :
Name: /s/ WILBUR G. STOVER, JR.
------------------------------------------
By: WILBUR G. STOVER, JR.
------------------------------------------
Title: Chief Financial Officer and
------------------------------------------
Vice President of Finance
------------------------------------------
[SIGNATURE PAGE TO MTI SHAREHOLDER AGREEMENT]
{/TEXT}
{/DOCUMENT}
_____________
dt 1473513
;
|
Micron
As referenced in this Shareholder Agreement:
Micron Technology, Inc. – EXHIBIT 5
MTI SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "AGREEMENT") is entered into as of
March 22, 2001, by and among Micron Electronics, Inc., a Minnesota corporation,
(the "COMPANY") and Micron Technology, Inc. , a Delaware corporation ("MTI").
RECITALS
A. Concurrently with the execution of this Agreement, the Company,
Interland Acquisition Corporation, a Delaware corporation and a wholly owned
first-tier subsidiary of
_____________
Micron Technology, Inc. – 3424
with a copy to:
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
Attention: Dennis R. DeBroeck
Facsimile No.: 650-494-1417
(b) if to MTI, to:
Micron Technology, Inc.
8000 S. Federal Way
Boise, ID 83712
Attention: Wilbur G. Stover
Facsimile No.: (208) 368-4242
with a copy to:
5
{PAGE}
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650
_____________
MICRON TECHNOLOGY, INC. – executed this Shareholder
Agreement on the date and year first written above.
MICRON ELECTRONICS, INC.:
Name: /s/ JOEL J. KOCHER
------------------------------------------
By: JOEL J. KOCHER
------------------------------------------
Title: Chairman and Chief Executive Officer
------------------------------------------
MICRON TECHNOLOGY, INC. :
Name: /s/ WILBUR G. STOVER, JR.
------------------------------------------
By: WILBUR G. STOVER, JR.
------------------------------------------
Title: Chief Financial Officer and
------------------------------------------
Vice President of Finance
------------------------------------------
[SIGNATURE PAGE TO MTI SHAREHOLDER AGREEMENT]
{/TEXT}
{/DOCUMENT}
_____________
dt 1307258
;
 WSGR
As referenced in this Shareholder Agreement:
Wilson Sonsini – b) if to MTI, to:
Micron Technology, Inc.
8000 S. Federal Way
Boise, ID 83712
Attention: Wilbur G. Stover
Facsimile No.: (208) 368-4242
with a copy to:
5
{PAGE}
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attention: John A. Fore
Facsimile No.: 650-493-6811
6.2 COUNTERPARTS. This Agreement may be executed
_____________
dt 1005542
|
| Preview
Subscribers | 2001 |
Shareholder Agreement
Shareholder Agreement (20K)
Doc #406024: Click preview link for longer preview.
SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "AGREEMENT") is entered into as of
March 22, 2001, by and among Micron Electronics, Inc., a Minnesota corporation,
(the "COMPANY"), the parties listed on Exhibit A attached hereto (the "INTERLAND
FOUNDERS") and the parties listed on Exhibit B attached hereto (the "MTI
AFFILIATE"), (with each of the Interland Founders and the MTI Affiliate being
referred to hereafter as a "RESTRICTED PARTY" and collectively as the
"RESTRICTED . . .
406024
|
Interland
As referenced in this Shareholder Agreement:
Interland, Inc – RECITALS
A. Concurrently with the execution of this Agreement, the Company,
Interland Acquisition Corporation, a Delaware corporation and a wholly owned
first-tier subsidiary of the Company ("MERGER SUB"), and Interland, Inc ., a
Georgia corporation ("INTERLAND"), are entering into an Agreement and Plan of
Merger (the "MERGER AGREEMENT") that provides for the merger of Merger Sub with
and into Interland (the "
_____________
Interland, Inc – copy to:
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
Attention: Dennis R. DeBroeck
Facsimile No.: (650) 494-1417
2
{PAGE} 3
(b) if to Interland, to:
Interland, Inc .
101 Marietta Street, Suite 200
Atlanta, GA 30303
Attention: Ken Gavranovic
Facsimile No.: (404) 720-3701
with a copy to:
Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta,
_____________
Interland, Inc – copy to:
Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA 30309-4530
Attention: David A. Stockton
Facsimile No.: (404) 815-6624
(c) if to the Interland Founders, to:
Interland, Inc .
101 Marietta Street, Suite 200
Atlanta, GA 30303
Attention: Ken Gavranovic
Facsimile No.: (404) 720-3701
(d) if to the MTI Affiliate, to:
Micron Electronics, Inc.
900 East Karcher
_____________
INTERLAND, INC – Agreement: 1,241,032
[SIGNATURE PAGE TO SHAREHOLDER AGREEMENT]
{PAGE} 11
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first written above.
THE COMPANY:
INTERLAND, INC .
By:
-------------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
MICRON:
MICRON ELECTRONICS, INC.
By:
-------------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
RESTRICTED PARTIES:
/s/ Waldemar Fernandez
----------------------------------------------------
Waldemar Fernandez
THE FERNANDEZ FAMILY HOLDING COMPANY, L.P.
BY ITS GENERAL PARTNER, WALDEMAR
_____________
dt 1352735
;
Micron
As referenced in this Shareholder Agreement:
Micron Electronics, Inc – 4
{FILENAME}g68279ex3.txt
{DESCRIPTION}SHAREHOLDER AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 3
SHAREHOLDER AGREEMENT
This Shareholder Agreement (the "AGREEMENT") is entered into as of
March 22, 2001, by and among Micron Electronics, Inc ., a Minnesota corporation,
(the "COMPANY"), the parties listed on Exhibit A attached hereto (the "INTERLAND
FOUNDERS") and the parties listed on Exhibit B attached hereto (the "MTI
AFFILIATE"), (with
_____________
Micron Electronics, Inc – or facsimile numbers (or at such other
address or facsimile numbers for a party as shall be specified by like notice):
(a) if to the Company or Merger Sub, to:
Micron Electronics, Inc .
900 E. Karcher Road
Nampa, ID 83687-3045
Attention: Joel J. Kocher
Facsimile No.: (208) 898-3424
with a copy to:
Fenwick & West LLP
Two Palo Alto Square
Palo
_____________
Micron Electronics, Inc – to the Interland Founders, to:
Interland, Inc.
101 Marietta Street, Suite 200
Atlanta, GA 30303
Attention: Ken Gavranovic
Facsimile No.: (404) 720-3701
(d) if to the MTI Affiliate, to:
Micron Electronics, Inc .
900 East Karcher Road
Nampa, ID 83687
Attention: Joel J. Kocher
Facsimile No.: (208) 898-3424
3.2 COUNTERPARTS. This Agreement may be executed in one or
more counterparts,
_____________
MICRON ELECTRONICS, INC – any
performance other than the actual performance specifically waived.
5
{PAGE} 6
IN WITNESS WHEREOF, the parties have executed this Shareholder
Agreement on the date and year first written above.
MICRON ELECTRONICS, INC .
By: /s/ Joel J. Kocher
-------------------------------
Name: Joel J. Kocher
Title: Chairman and Chief Executive Officer
RESTRICTED PARTIES:
Name: Name:
-------------------------------- --------------------------------
By: By:
---------------------------------- ----------------------------------
Title: Title:
------------------------------- -------------------------------
Number of shares of common stock
_____________
MICRON ELECTRONICS, INC – TO SHAREHOLDER AGREEMENT]
{PAGE} 11
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date and year first written above.
THE COMPANY:
INTERLAND, INC.
By:
-------------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
MICRON:
MICRON ELECTRONICS, INC .
By:
-------------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
RESTRICTED PARTIES:
/s/ Waldemar Fernandez
----------------------------------------------------
Waldemar Fernandez
THE FERNANDEZ FAMILY HOLDING COMPANY, L.P.
BY ITS GENERAL PARTNER, WALDEMAR FERNANDEZ
By: /s/ Waldemar Fernandez
-------------------------------------------------
Name: Waldemar
_____________
dt 1020138
;
Micron
As referenced in this Shareholder Agreement:
Micron Technology, Inc. – Company's Board; (vi) pursuant to a pledge
of any Shares made pursuant to a bona fide loan transaction that creates a
security interest; (vii) to any controlled Affiliate of Micron Technology, Inc.
("MTI"); or (viii) to any transferee; provided, however, that with respect to
clauses (vi), (vii) and (viii) of this sentence, the transferee must agree in
writing to be bound
_____________
dt 1473516
;
|
Micron
As referenced in this Shareholder Agreement:
Micron Technology, Inc. – Company's Board; (vi) pursuant to a pledge
of any Shares made pursuant to a bona fide loan transaction that creates a
security interest; (vii) to any controlled Affiliate of Micron Technology, Inc.
("MTI"); or (viii) to any transferee; provided, however, that with respect to
clauses (vi), (vii) and (viii) of this sentence, the transferee must agree in
writing to be bound
_____________
dt 1307261
;
Kilpatrick
As referenced in this Shareholder Agreement:
Kilpatrick Stockton – 2
{PAGE} 3
(b) if to Interland, to:
Interland, Inc.
101 Marietta Street, Suite 200
Atlanta, GA 30303
Attention: Ken Gavranovic
Facsimile No.: (404) 720-3701
with a copy to:
Kilpatrick Stockton LLP
1100 Peachtree Street
Suite 2800
Atlanta, GA 30309-4530
Attention: David A. Stockton
Facsimile No.: (404) 815-6624
(c) if to the Interland Founders, to:
Interland, Inc.
101
_____________
dt 1019101
|
| Subscribers | 2002 |
Securities Purchase and Holders Agreement
Securities Purchase and Holders Agreement (9K)
Doc #1124994: This document is immediately available for purchase, but does not have a preview available for viewing.
1124994
| | |
| Subscribers | 2002 |
Securities Purchase and Holders Agreement
Securities Purchase and Holders Agreement (9K)
Doc #1124995: This document is immediately available for purchase, but does not have a preview available for viewing.
1124995
| | |
| Subscribers | 2000 |
Securities Purchase and Holders Agreement
Securities Purchase and Holders Agreement (5K)
Doc #1125112: This document is immediately available for purchase, but does not have a preview available for viewing.
1125112
| | |
| Preview
Subscribers | 2000 |
Securities Purchase and Holders Agreement
Securities Purchase and Holders Agreement (34K)
Doc #1125119: Click preview link for longer preview.
AMENDMENT NO. 2
TO
SECURITIES PURCHASE AND HOLDERS AGREEMENT
AMENDMENT NO. 2 (this "Amendment"), dated as of May 31, 2000,
to the Securities Purchase and Holders Agreement, dated as of August 13, 1999,
by and among Intersil Holding Corporation, a Delaware corporation (the
"Company"), Sterling Holding Company, LLC, a Delaware limited liability company,
Manatee Investment Corporation, a Delaware corporation, Intersil Prism, LLC, a
Delaware limited liability . . .
1125119
| |
 BofA
As referenced in this Securities Purchase and Holders Agreement:
Bank of America N.A. – Peter A. Titus
--------------------------------------
Peter A. Titus
/s/ Leah A. Titus
--------------------------------------
Leah A. Titus
GREGORY L. WILLIAMS AND
LINDA M. WILLIAMS TRUST DATED
1/28/00 fbo BROOKE M. WILLIAMS
By: Bank of America N.A. , Trustee
By: /s/ Michael Cook
-----------------------------
Name: Michael Cook
Title: Authorized Signatory
GREGORY L. WILLIAMS AND LINDA
WILLIAMS TRUST DATED 1/28/00 fbo
TINA L. WILLIAMS
BY: BANK OF
_____________
BANK OF AMERICA N.A. – America N.A., Trustee
By: /s/ Michael Cook
-----------------------------
Name: Michael Cook
Title: Authorized Signatory
GREGORY L. WILLIAMS AND LINDA
WILLIAMS TRUST DATED 1/28/00 fbo
TINA L. WILLIAMS
BY: BANK OF AMERICA N.A. ,
TRUSTEE
By: /s/ Michael Cook
-----------------------------
Name: Michael Cook
Title: Authorized Signatory
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>
GREGORY L. WILLIAMS AND LINDA
WILLIAMS TRUST DATED 1/28/
_____________
BANK OF AMERICA N.A. – Authorized Signatory
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
<PAGE>
GREGORY L. WILLIAMS AND LINDA
WILLIAMS TRUST DATED 1/28/00 fbo
MILLARD L. WILLIAMS AND
JEANETTE M. WILLIAMS
BY: BANK OF AMERICA N.A. ,
TRUSTEE
By: /s/ Michael Cook
-----------------------------
Name: Michael Cook
Title: Authorized Signatory
/s/ Gregory L. Williams
-------------------------------------
Gregory L. Williams
/s/ Linda M. Williams
-------------------------------------
Linda M. Williams
GREGORY L. WILLIAMS IRA
_____________
dt 1555426
|
| Preview
Subscribers | 2005 |
Stockholders Agreement
Stockholders Agreement (78K)
Doc #1138295: Click preview link for longer preview.
STOCKHOLDERS AGREEMENT
OF
SPANSION INC.
THIS STOCKHOLDERS AGREEMENT (this �Agreement�), dated as of December 21, 2005 (the �Effective Date�), is by and among AMD INVESTMENTS, INC., a Delaware corporation (�AMD Investments�), SPANSION INC., a Delaware corporation (the �Corporation�), ADVANCED MICRO DEVICES, INC., a Delaware corporation (�AMD�), and FUJITSU LIMITED, a Japanese corporation (�Fujitsu�). AMD Investments and Fujitsu are sometimes hereafter referred to, collectively, as the �Stockholders� and, individually, as a �Stockholder.�
WHEREAS, . . .
1138295
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AMD
As referenced in this Stockholders Agreement:
ADVANCED MICRO DEVICES, INC. – this ?Agreement?), dated as of December 21, 2005 (the ?Effective Date?), is by and among AMD INVESTMENTS, INC., a Delaware corporation (?AMD Investments?), SPANSION INC., a Delaware corporation (the ?Corporation?), ADVANCED MICRO DEVICES, INC. , a Delaware corporation (?AMD?), and FUJITSU LIMITED, a Japanese corporation (?Fujitsu?). AMD Investments and Fujitsu are sometimes hereafter referred to, collectively, as the ?Stockholders? and, individually, as a ?Stockholder.?
_____________
ADVANCED MICRO DEVICES, INC. – TRANSFERRED OR IN ANY WAY DISPOSED OF EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 21, 2005, AND ANY AMENDMENTS THERETO, AMONG ADVANCED MICRO DEVICES, INC. , AMD INVESTMENTS, INC., FUJITSU LIMITED AND SPANSION INC., A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION. THE HOLDER IS SUBJECT TO THE OBLIGATIONS THEREIN
_____________
Advanced Micro Devices, Inc. – date on which so transmitted by telecopy, telegram or on the tenth Business Day following the date on which mailed by certified mail:
If to AMD or AMD Investments, to:
Advanced Micro Devices, Inc. / AMD Investments, Inc.
One AMD Place
Sunnyvale, California 94088
Attention: Legal Department
Fax: (408) 774-7399
If to Fujitsu, to:
Fujitsu Limited
Electronic Devices Group
Fuchigami 50 Akiruno-shi
_____________
ADVANCED MICRO DEVICES, INC. – of Fujitsu.
(Signature Page Follows)
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
AMD INVESTMENTS, INC.
ADVANCED MICRO DEVICES, INC.
By:
/s/ Hollis M. O?Brien
By:
/s/ Hollis M. O?Brien
Name:
Hollis M. O?Brien
Name:
Hollis M. O?Brien
Title:
VP & Secretary
Title:
Corporate Vice
_____________
dt 1759045
;
|
AMD
As referenced in this Stockholders Agreement:
ADVANCED MICRO DEVICES, INC. – this ?Agreement?), dated as of December 21, 2005 (the ?Effective Date?), is by and among AMD INVESTMENTS, INC., a Delaware corporation (?AMD Investments?), SPANSION INC., a Delaware corporation (the ?Corporation?), ADVANCED MICRO DEVICES, INC. , a Delaware corporation (?AMD?), and FUJITSU LIMITED, a Japanese corporation (?Fujitsu?). AMD Investments and Fujitsu are sometimes hereafter referred to, collectively, as the ?Stockholders? and, individually, as a ?Stockholder.?
_____________
ADVANCED MICRO DEVICES, INC. – TRANSFERRED OR IN ANY WAY DISPOSED OF EXCEPT PURSUANT TO THE TERMS AND CONDITIONS OF A CERTAIN STOCKHOLDERS AGREEMENT DATED AS OF DECEMBER 21, 2005, AND ANY AMENDMENTS THERETO, AMONG ADVANCED MICRO DEVICES, INC. , AMD INVESTMENTS, INC., FUJITSU LIMITED AND SPANSION INC., A COPY OF WHICH IS ON FILE AT THE OFFICE OF THE CORPORATION. THE HOLDER IS SUBJECT TO THE OBLIGATIONS THEREIN
_____________
Advanced Micro Devices, Inc. – date on which so transmitted by telecopy, telegram or on the tenth Business Day following the date on which mailed by certified mail:
If to AMD or AMD Investments, to:
Advanced Micro Devices, Inc. / AMD Investments, Inc.
One AMD Place
Sunnyvale, California 94088
Attention: Legal Department
Fax: (408) 774-7399
If to Fujitsu, to:
Fujitsu Limited
Electronic Devices Group
Fuchigami 50 Akiruno-shi
_____________
ADVANCED MICRO DEVICES, INC. – of Fujitsu.
(Signature Page Follows)
11
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.
AMD INVESTMENTS, INC.
ADVANCED MICRO DEVICES, INC.
By:
/s/ Hollis M. O?Brien
By:
/s/ Hollis M. O?Brien
Name:
Hollis M. O?Brien
Name:
Hollis M. O?Brien
Title:
VP & Secretary
Title:
Corporate Vice
_____________
dt 1743814
|
| Preview
Subscribers | 2006 |
Stockholders Agreement
Stockholders Agreement (23K)
Doc #1152554: Click preview link for longer preview.
STOCKHOLDERS� AGREEMENT
This Stockholders� Agreement (�Agreement�) is entered into as of November 22, 2005, by and among Therma-Wave, Inc., a Delaware corporation (the �Company�), and the parties set forth on Exhibit A hereto (each a �Purchaser� and collectively, the �Purchasers�).
Recitals
WHEREAS, it is a condition to the closing of the sale of the Company�s Series B Convertible Preferred Stock to the Purchasers pursuant to the Stock Purchase Agreement . . .
1152554
|
Therma-Wave
As referenced in this Stockholders Agreement:
Therma-Wave, Inc. – exv10w1
EX-10.1 2 f16960exv10w1.htm EXHIBIT 10.1
Exhibit 10.1
STOCKHOLDERS? AGREEMENT
This Stockholders? Agreement (?Agreement?) is entered into as of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation (the ?Company?), and the parties set forth on Exhibit A hereto (each a ?Purchaser? and collectively, the ?Purchasers?).
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – delivery service, or deposited in the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:
5
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – are no third party beneficiaries of this Agreement.
8
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the date first set forth above.
?Company?
Therma-Wave, Inc.
By:
/s/ Boris Lipkin
Name:
Boris Lipkin
Title:
Chief Executive Officer
?Purchasers?
North Run Master Fund, L.P.
By:
North Run GP, LP,
its General Partner
By:
North Run
_____________
Therma-Wave, Inc. – Cheshire Parkway, Suite 102
Minnetonka, MN 55305
EXHIBIT B
COUNTERPART TO STOCKHOLDERS AGREEMENT
Reference is made to that certain Stockholders? Agreement dated as of November ___, 2005, by and among Therma-Wave, Inc. and the Stockholders party thereto (as amended from time to time, the ?Agreement?). As a proposed recipient of shares of stock covered by the Agreement, the undersigned hereby acknowledges
_____________
dt 1764145
;
|
Therma-Wave
As referenced in this Stockholders Agreement:
Therma-Wave, Inc. – exv10w1
EX-10.1 2 f16960exv10w1.htm EXHIBIT 10.1
Exhibit 10.1
STOCKHOLDERS? AGREEMENT
This Stockholders? Agreement (?Agreement?) is entered into as of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation (the ?Company?), and the parties set forth on Exhibit A hereto (each a ?Purchaser? and collectively, the ?Purchasers?).
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – delivery service, or deposited in the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:
5
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – are no third party beneficiaries of this Agreement.
8
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the date first set forth above.
?Company?
Therma-Wave, Inc.
By:
/s/ Boris Lipkin
Name:
Boris Lipkin
Title:
Chief Executive Officer
?Purchasers?
North Run Master Fund, L.P.
By:
North Run GP, LP,
its General Partner
By:
North Run
_____________
Therma-Wave, Inc. – Cheshire Parkway, Suite 102
Minnetonka, MN 55305
EXHIBIT B
COUNTERPART TO STOCKHOLDERS AGREEMENT
Reference is made to that certain Stockholders? Agreement dated as of November ___, 2005, by and among Therma-Wave, Inc. and the Stockholders party thereto (as amended from time to time, the ?Agreement?). As a proposed recipient of shares of stock covered by the Agreement, the undersigned hereby acknowledges
_____________
dt 1740950
|
| Preview
Subscribers | 2005 |
Stockholders' Agreement
Stockholders' Agreement (24K)
Doc #1152574: Click preview link for longer preview.
<DESCRIPTION>STOCKHOLDERS' AGREEMENT
<TEXT>
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement ("Agreement") is entered into as
of November 22, 2005, by and among Therma-Wave, Inc., a Delaware corporation
(the "Company"), and the parties set forth on Exhibit A hereto (each a
"Purchaser" and collectively, the "Purchasers").
Recitals
. . .
1152574
|
Therma-Wave
As referenced in this Stockholders' Agreement:
Therma-Wave, Inc. – lt;FILENAME>stockholdersagrmt.txt
<DESCRIPTION>STOCKHOLDERS' AGREEMENT
<TEXT>
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement ("Agreement") is entered into as
of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation
(the "Company"), and the parties set forth on Exhibit A hereto (each a
"Purchaser" and collectively, the "Purchasers").
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – overnight delivery service, or deposited
in the U.S. Postal Service mailed first class, registered or certified mail,
postage prepaid, as set forth below:
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – third party beneficiaries of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchasers have executed this
Agreement as of the date first set forth above.
"Company"
Therma-Wave, Inc.
By: ____________________________
Name: Boris Lipkin
Title: Chief Executive Officer
"Purchasers"
North Run Master Fund, L.P.
By: North Run GP, LP, its General Partner
By: North Run Advisors, LLC,
_____________
Therma-Wave, Inc. – 102
Minnetonka, MN 55305
<PAGE>
EXHIBIT B
COUNTERPART TO STOCKHOLDERS AGREEMENT
Reference is made to that certain Stockholders' Agreement dated as of
November ___, 2005, by and among Therma-Wave, Inc. and the Stockholders party
thereto (as amended from time to time, the "Agreement"). As a proposed recipient
of shares of stock covered by the Agreement, the undersigned hereby acknowledges
_____________
dt 1764148
;
|
Therma-Wave
As referenced in this Stockholders' Agreement:
Therma-Wave, Inc. – lt;FILENAME>stockholdersagrmt.txt
<DESCRIPTION>STOCKHOLDERS' AGREEMENT
<TEXT>
STOCKHOLDERS' AGREEMENT
This Stockholders' Agreement ("Agreement") is entered into as
of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation
(the "Company"), and the parties set forth on Exhibit A hereto (each a
"Purchaser" and collectively, the "Purchasers").
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – overnight delivery service, or deposited
in the U.S. Postal Service mailed first class, registered or certified mail,
postage prepaid, as set forth below:
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – third party beneficiaries of this
Agreement.
<PAGE>
IN WITNESS WHEREOF, the Company and the Purchasers have executed this
Agreement as of the date first set forth above.
"Company"
Therma-Wave, Inc.
By: ____________________________
Name: Boris Lipkin
Title: Chief Executive Officer
"Purchasers"
North Run Master Fund, L.P.
By: North Run GP, LP, its General Partner
By: North Run Advisors, LLC,
_____________
Therma-Wave, Inc. – 102
Minnetonka, MN 55305
<PAGE>
EXHIBIT B
COUNTERPART TO STOCKHOLDERS AGREEMENT
Reference is made to that certain Stockholders' Agreement dated as of
November ___, 2005, by and among Therma-Wave, Inc. and the Stockholders party
thereto (as amended from time to time, the "Agreement"). As a proposed recipient
of shares of stock covered by the Agreement, the undersigned hereby acknowledges
_____________
dt 1740953
|
| Preview
Subscribers | 2005 |
Stockholders Agreement
Stockholders Agreement (23K)
Doc #1152595: Click preview link for longer preview.
STOCKHOLDERS� AGREEMENT
This Stockholders� Agreement (�Agreement�) is entered into as of November 22, 2005, by and among Therma-Wave, Inc., a Delaware corporation (the �Company�), and the parties set forth on Exhibit A hereto (each a �Purchaser� and collectively, the �Purchasers�).
Recitals
WHEREAS, it is a condition to the closing of the sale of the Company�s Series B Convertible Preferred Stock to the Purchasers pursuant to the Stock Purchase Agreement of even date herewith (the �Purchase Agreement�) that the . . .
1152595
|
Therma-Wave
As referenced in this Stockholders Agreement:
Therma-Wave, Inc. – exv10w3
EX-10.3 7 f15677orexv10w3.htm EXHIBIT 10.3
Exhibit 10.3
STOCKHOLDERS? AGREEMENT
This Stockholders? Agreement (?Agreement?) is entered into as of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation (the ?Company?), and the parties set forth on Exhibit A hereto (each a ?Purchaser? and collectively, the ?Purchasers?).
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – delivery service, or deposited in the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:
5
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – are no third party beneficiaries of this Agreement.
8
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the date first set forth above.
?Company?
Therma-Wave, Inc.
By:
/s/ Boris Lipkin
Name:
Title:
Boris Lipkin
Chief Executive Officer
?Purchasers?
North Run Master Fund, L.P.
By:
North Run GP, LP,
its General Partner
By:
North Run
_____________
Therma-Wave, Inc. – Cheshire Parkway, Suite 102
Minnetonka, MN 55305
EXHIBIT B
COUNTERPART TO STOCKHOLDERS AGREEMENT
Reference is made to that certain Stockholders? Agreement dated as of November ___, 2005, by and among Therma-Wave, Inc. and the Stockholders party thereto (as amended from time to time, the ?Agreement?). As a proposed recipient of shares of stock covered by the Agreement, the undersigned hereby acknowledges
_____________
dt 1764150
;
|
Therma-Wave
As referenced in this Stockholders Agreement:
Therma-Wave, Inc. – exv10w3
EX-10.3 7 f15677orexv10w3.htm EXHIBIT 10.3
Exhibit 10.3
STOCKHOLDERS? AGREEMENT
This Stockholders? Agreement (?Agreement?) is entered into as of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation (the ?Company?), and the parties set forth on Exhibit A hereto (each a ?Purchaser? and collectively, the ?Purchasers?).
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – delivery service, or deposited in the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:
5
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – are no third party beneficiaries of this Agreement.
8
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the date first set forth above.
?Company?
Therma-Wave, Inc.
By:
/s/ Boris Lipkin
Name:
Title:
Boris Lipkin
Chief Executive Officer
?Purchasers?
North Run Master Fund, L.P.
By:
North Run GP, LP,
its General Partner
By:
North Run
_____________
Therma-Wave, Inc. – Cheshire Parkway, Suite 102
Minnetonka, MN 55305
EXHIBIT B
COUNTERPART TO STOCKHOLDERS AGREEMENT
Reference is made to that certain Stockholders? Agreement dated as of November ___, 2005, by and among Therma-Wave, Inc. and the Stockholders party thereto (as amended from time to time, the ?Agreement?). As a proposed recipient of shares of stock covered by the Agreement, the undersigned hereby acknowledges
_____________
dt 1740955
|
| Preview
Subscribers | 2005 |
Stockholders Agreement
Stockholders Agreement (22K)
Doc #1152606: Click preview link for longer preview.
STOCKHOLDERS� AGREEMENT
This Stockholders� Agreement (�Agreement�) is entered into as of November 22, 2005, by and among Therma-Wave, Inc., a Delaware corporation (the �Company�), and the parties set forth on Exhibit A hereto (each a �Purchaser� and collectively, the �Purchasers�).
Recitals
WHEREAS, it is a condition to the closing of the sale of the Company�s Series B Convertible Preferred Stock to the Purchasers pursuant to the Stock Purchase Agreement . . .
1152606
|
Therma-Wave
As referenced in this Stockholders Agreement:
Therma-Wave, Inc. – exv99w3
EX-99.3 4 d30925exv99w3.htm STOCKHOLDERS' AGREEMENT
EXHIBIT 3
STOCKHOLDERS? AGREEMENT
This Stockholders? Agreement (?Agreement?) is entered into as of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation (the ?Company?), and the parties set forth on Exhibit A hereto (each a ?Purchaser? and collectively, the ?Purchasers?).
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – delivery service, or deposited in the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:
5
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – are no third party beneficiaries of this Agreement.
8
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the date first set forth above.
?Company?
Therma-Wave, Inc.
By:
Name:
Boris Lipkin
Title:
Chief Executive Officer
?Purchasers?
North Run Master Fund, L.P.
By:
North Run GP, LP,
its General Partner
By:
North Run Advisors, LLC,
its
_____________
dt 1764152
;
|
Therma-Wave
As referenced in this Stockholders Agreement:
Therma-Wave, Inc. – exv99w3
EX-99.3 4 d30925exv99w3.htm STOCKHOLDERS' AGREEMENT
EXHIBIT 3
STOCKHOLDERS? AGREEMENT
This Stockholders? Agreement (?Agreement?) is entered into as of November 22, 2005, by and among Therma-Wave, Inc. , a Delaware corporation (the ?Company?), and the parties set forth on Exhibit A hereto (each a ?Purchaser? and collectively, the ?Purchasers?).
Recitals
WHEREAS, it is a condition to the
_____________
Therma-Wave, Inc. – delivery service, or deposited in the U.S. Postal Service mailed first class, registered or certified mail, postage prepaid, as set forth below:
5
If to the Company, addressed to:
Therma-Wave, Inc.
1250 Reliance Way
Fremont, CA 94539
Attn: Chief Financial Officer
Telecopier: 510-656-3852
with a copy to:
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto,
_____________
Therma-Wave, Inc. – are no third party beneficiaries of this Agreement.
8
IN WITNESS WHEREOF, the Company and the Purchasers have executed this Agreement as of the date first set forth above.
?Company?
Therma-Wave, Inc.
By:
Name:
Boris Lipkin
Title:
Chief Executive Officer
?Purchasers?
North Run Master Fund, L.P.
By:
North Run GP, LP,
its General Partner
By:
North Run Advisors, LLC,
its
_____________
dt 1740957
|
| Subscribers | 2000 |
Stockholder Agreement
Stockholder Agreement (12K)
Doc #1159413: This document is immediately available for purchase, but does not have a preview available for viewing.
1159413
| |