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Stockholder Support Agreement
Stockholder Support Agreement (27K)
Doc #137042: Click preview link for longer preview.
STOCKHOLDER SUPPORT AGREEMENT
THIS STOCKHOLDER SUPPORT AGREEMENT (the "Agreement") is entered into as of December 2, 2002, by and among OLIN ACQUISITION CORPORATION, a Delaware corporation ("Buyer"), VARI-L COMPANY, INC., a Colorado corporation ("Seller"), and the undersigned stockholder of Seller ("Stockholder").
RECITALS
A. Buyer, Seller and Sirenza Microdevices, Inc., a Delaware corporation and the corporate parent of Buyer ("Parent"), are entering into an Asset Purchase Agreement of even date herewith (the "Purchase Agreement") which provides (subject to the conditions set forth therein) for the sale by Seller of the Acquired Assets (as defined in the Purchase Agreement), including substantially all of the assets of the Business (as defined in the Purchase Agreement) to Buyer in exchange for shares of common stock of Parent, cash and the assumption of certain Seller liabilities by Buyer as specified in the Purchase Agreement (the "Transaction").
B. Following the Closing of the Transaction, Seller intends to effect the liquidation, dissolution and winding-up of the Seller in the manner contemplated by the Purchase Agreement (the "Liquidation").
C. In order to induce Parent and Buyer to enter into the Purchase Agreement, the Stockholder (solely in his, her or its capacity as such) is entering into this Agreement.
AGREEMENT
The parties to this Agreement, intending to be legally bound, agree as follows:
SECTION 1. CERTAIN DEFINITIONS
For purposes of this Agreement:
(a) All capitalized terms used but not otherwise defined in this Agreement have the meanings given to them in the Purchase Agreement.
(b) "Seller Capital Stock" shall mean the shares of capital stock of Seller, including, without limitation, the common stock, par value $0.01 per share, of Seller.
(c) "Expiration Date" shall mean the earlier of (i) the date upon which the Purchase Agreement is validly terminated in accordance with its terms, or (ii) the Closing Date.
(d) The Stockholder shall be deemed to "Own" or to have acquired "Ownership" of a security if the Stockholder: (i) is the record owner of such security; or (ii) is the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security.
137042
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Sirenza
As referenced in this Stockholder Support Agreement:
Sirenza Microdevices, Inc. – by and among OLIN ACQUISITION CORPORATION, a Delaware
corporation ("Buyer"), VARI-L COMPANY, INC., a Colorado corporation ("Seller"),
and the undersigned stockholder of Seller ("Stockholder").
RECITALS
A. Buyer, Seller and Sirenza Microdevices, Inc. , a Delaware corporation
and the corporate parent of Buyer ("Parent"), are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the _____________
Sirenza Microdevices, Inc. – party as shall be specified by like notice):
if to the Stockholder:
at the address set forth below the Stockholder's signature on
the signature page hereof
if to Buyer:
Sirenza Microdevices, Inc.
522 Alomar Avenue
Sunnyvale, CA 94085
Attention: Chief Financial Officer
Facsimile: (408) 739-0970
with copies to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, _____________
dt 1460892
;
Sirenza
As referenced in this Stockholder Support Agreement:
Sirenza Microdevices, Inc. – by and among OLIN ACQUISITION CORPORATION, a Delaware
corporation ("Buyer"), VARI-L COMPANY, INC., a Colorado corporation ("Seller"),
and the undersigned stockholder of Seller ("Stockholder").
RECITALS
A. Buyer, Seller and Sirenza Microdevices, Inc. , a Delaware corporation
and the corporate parent of Buyer ("Parent"), are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the _____________
Sirenza Microdevices, Inc. – party as shall be specified by like notice):
if to the Stockholder:
at the address set forth below the Stockholder's signature on
the signature page hereof
if to Buyer:
Sirenza Microdevices, Inc.
522 Alomar Avenue
Sunnyvale, CA 94085
Attention: Chief Financial Officer
Facsimile: (408) 739-0970
with copies to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, _____________
dt 1460920
;
Cooley Godward
As referenced in this Stockholder Support Agreement:
Cooley Godward – Denver, CO 80239
Attention: Chief Financial Officer
Facsimile: (303) 373-3868
with a copy to:
Cooley Godward LLP
380 Interlocken Crescent, Suite 900
Broomfield, CO 80021
Attention: James Linfield, Esq.
Facsimile: (
dt 34893
;
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WSGR
As referenced in this Stockholder Support Agreement:
Wilson Sonsini – Avenue
Sunnyvale, CA 94085
Attention: Chief Financial Officer
Facsimile: (408) 739-0970
with copies to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attention: Steven Wilson Sonsini – Mill Road
Palo Alto, California 94304
Attention: Steven V. Bernard, Esq.
Facsimile: (650) 493-6811
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market, Spear Street Tower, Suite 3300
San Francisco, California
dt 30842
;
Olin Acquisition Corporation;
More... |
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 | 2003 |
Stock Exchange Agreement
Stock Exchange Agreement (77K)
Doc #162534: Click preview link for longer preview.
STOCK EXCHANGE AGREEMENT
Between
LASER CORPORATION
and
THE SHAREHOLDERS OF BI ACQUISITIONS, INC. dba "BROADCAST"
Dated October 1, 2003
{PAGE}
TABLE OF CONTENTS
Articles Page -------- ----
ARTICLE I REPRESENTATIONS, COVENANTS, AND WARRANTIES OF BROADCAST
1.01 Organization 1.02 Capitalization 1.03 Subsidiaries and Predecessor Corporations 1.04 Financial Statements 1.05 Information 1.06 Options and Warrants 1.07 Absence of Certain Changes or Events 1.08 Title and Related Matters 1.09 Litigation and Proceedings 1.10 Contracts 1.11 Material Contract Defaults 1.12 No Conflict With Other Instruments 1.13 Governmental Authorizations 1.14 Compliance With Laws and Regulations 1.15 Insurance 1.16 Approval of Agreement 1.17 Material Transactions or Affiliations 1.18 Labor Relations 1.19 BROADCAST Schedules
ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES OF BROADCAST SHAREHOLDERS
2.01 Ownership of BROADCAST Shares 2.02 Knowledge of Representations
ARTICLE III REPRESENTATIONS, COVENANTS, AND WARRANTIES OF LASER CORPORATION
3.01 Organization 3.02 Capitalization 3.03 Subsidiaries 3.04 Financial Statements 3.05 Information
2 {PAGE}
Articles Page -------- ----
3.06 Options and Warrants 3.07 Absence of Certain Changes or Events 3.08 Title and Related Matters 3.09 Litigation and Proceedings 3.10 Contracts 3.11 No Conflict With Other Instruments 3.12 Governmental Authorizations 3.13 Compliance With Laws and Regulations 3.14 Insurance 3.15 Approval of Agreement 3.16 Material Transactions or Affiliations 3.17 Employment Matters 3.18 LASER Schedules
ARTICLE IV PLAN OF EXCHANGE
4.01 The Exchange 4.02 Appointment of New Directors 4.03 Closing 4.04 Closing Events 4.05 Termination
ARTICLE V SPECIAL COVENANTS
5.01 Access to Properties and Records 5.02 Delivery of Books and Records 5.03 Special Covenants and Representations Regarding the Exchanged Stock 5.04 Third Party Consents and Certificates 5.05 Actions Prior to Closing 5.06 Sales Under Rules 144 or 145, If Applicable 5.07 Indemnification 5.08 Cancellation of Shares Issued
ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF LASER
6.01 Accuracy of Representations 6.02 Officer's Certificates 6.03 No Material Adverse Change 6.04 Good Standing 6.05 Officer and Director Questionnaires 6.06 Other Items
3 {PAGE}
Articles Page -------- -----
ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF BROADCAST AND THE BROADCAST SHAREHOLDERS
7.01 Accuracy of Representation 7.02 Director Approval 7.03 Officer's Certificate 7.04 No Material Adverse Change 7.05 Good Standing 7.06 Other Items
ARTICLE VIII MISCELLANEOUS
8.01 Brokers 8.02 Governing Law 8.03 Notices 8.04 Attorneys' Fees 8.05 Confidentiality 8.06 Schedules; Knowledge 8.07 Third Party Beneficiaries 8.08 Entire Agreement 8.09 Survival; Termination 8.10 Counterparts 8.11 Amendment or Waiver
EXHIBITS
Exhibit "A" Proprietary Information Exhibit "B" Letter of Representation
STOCK EXCHANGE AGREEMENT
THIS STOCK EXCHANGE AGREEMENT (hereinafter referred to as this "Agreement"), is entered into as of this 1st day of October, 2003 by and among LASER CORPORATION., a Utah corporation (hereinafter referred to as "LASER"); BI ACQUISITIONS, INC., a Utah corporation (hereinafter referred to as "BROADCAST"), and all of the shareholders of BROADCAST (hereinafter referred to as the "BROADCAST Shareholders"), upon the following premises:
Premises --------
This Agreement provides for the acquisition by LASER of all of the issued and outstanding shares of the BROADCAST Shareholders solely in exchange for voting shares of LASER, on the terms and conditions hereinafter provided, all for the purpose of effecting a so-called "tax-free" reorganization pursuant to Sections 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, and the Parties agree that if modification of the terms of this Agreement in a non-material manner to attain such qualification is necessary, they will negotiate in good faith to make such required modifications.
Pursuant to the terms of the agreement, as hereinafter set forth, among other things, all of the outstanding and reserved securities of BROADCAST will be exchanged for shares of LASER common stock, in reliance on applicable exemptions from the registration requirements of the Securities Act and applicable Blue Sky laws, as hereinafter described.
Agreement ----------
NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived therefrom, it is hereby agreed as follows:
ARTICLE I
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF BROADCAST
As an inducement to, and to obtain the reliance of LASER, BROADCAST and the BROADCAST Shareholders specifically named hereafter represent and warrant as follows:
Section 1.01 Organization. BROADCAST is a corporation duly organized, validly existing, and in good standing under the laws of the state of Utah. BROADCAST has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in the states in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the BROADCAST Schedules (as hereinafter defined) are complete and correct copies of the articles of incorporation, as amended, and bylaws of BROADCAST as in effect on the date hereof.
162534
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Broadcast
As referenced in this Stock Exchange Agreement:
BROADCAST INTERNATIONAL, INC. – of common stock of LASER to
250,000,000 shares, or such other amount as the Board of Directors
shall deem prudent;
(ii) to change the name of LASER to BROADCAST INTERNATIONAL, INC. ;
(iii) to elect a new slate of Board of Directors; and,
(iv) to approve and ratify the selection of the Board of Director's
appointment of independent auditors for _____________
dt 1458621
;
Broadcast
As referenced in this Stock Exchange Agreement:
BROADCAST INTERNATIONAL, INC. – of common stock of LASER to
250,000,000 shares, or such other amount as the Board of Directors
shall deem prudent;
(ii) to change the name of LASER to BROADCAST INTERNATIONAL, INC. ;
(iii) to elect a new slate of Board of Directors; and,
(iv) to approve and ratify the selection of the Board of Director's
appointment of independent auditors for _____________
dt 1458698
;
|
Holland & Hart
As referenced in this Stock Exchange Agreement:
Holland & Hart
– by prepaid
telegram addressed as follows:
If to LASER to: Joyce Wickham
%Gregory E. Lindley
Holland & Hart
60 East South Temple, Suite 2000
Salt Lake City, Utah 84111
With copies to:
Holland & Hart
– South Temple, Suite 2000
Salt Lake City, Utah 84111
With copies to:
Gregory E. Lindley
Holland & Hart
60 East South Temple, Suite 2000
Salt Lake City, Utah 84111
If to BROADCAST,
dt 37339
;
Laser Corp.
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 | 2002 |
Stockholder Support Agreement
Stockholder Support Agreement (24K)
Doc #989981: Click preview link for longer preview.
Form of Stockholder Support Agreement
EXHIBIT 6 STOCKHOLDER SUPPORT AGREEMENT THIS
STOCKHOLDER SUPPORT AGREEMENT (the Agreement) is entered into as of December , 2002, by and among OLIN ACQUISITION CORPORATION, a Delaware corporation (Buyer), VARI-L COMPANY,
INC., a Colorado corporation (Seller), and the undersigned stockholder of Seller (Stockholder). RECITALS A. Buyer, Seller and Steeler, Inc., a Delaware corporation
and the corporate parent of Buyer ( . . .
989981
|
Sirenza
As referenced in this Stockholder Support Agreement:
Sirenza Microdevices, Inc. – as shall be specified by like notice): if to the Stockholder:
at the address set forth below the Stockholders signature on the signature page hereof
if to Buyer: Sirenza Microdevices, Inc. 522 Almanor Avenue Sunnyvale, California 94086 Attention: Chief
Financial Officer Facsimile No.: (408) 739-0952 with copies to: Wilson Sonsini Goodrich &
Rosati Professional Corporation 650 Page Mill Road _____________
dt 1460899
;
Sirenza
As referenced in this Stockholder Support Agreement:
Sirenza Microdevices, Inc. – as shall be specified by like notice): if to the Stockholder:
at the address set forth below the Stockholders signature on the signature page hereof
if to Buyer: Sirenza Microdevices, Inc. 522 Almanor Avenue Sunnyvale, California 94086 Attention: Chief
Financial Officer Facsimile No.: (408) 739-0952 with copies to: Wilson Sonsini Goodrich &
Rosati Professional Corporation 650 Page Mill Road _____________
dt 1460927
;
|
WSGR
As referenced in this Stockholder Support Agreement:
Wilson Sonsini – signature on the signature page hereof
if to Buyer: Sirenza Microdevices, Inc. 522 Almanor Avenue Sunnyvale, California 94086 Attention: Chief
Financial Officer Facsimile No.: (408) 739-0952 with copies to: Wilson Sonsini Goodrich &
Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Attention: Steven V. Bernard, Esq. Facsimile: (650) 493-6811 Wilson Sonsini Goodrich & Rosati Professional Corporation _____________
Wilson Sonsini – 408) 739-0952 with copies to: Wilson Sonsini Goodrich &
Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304 Attention: Steven V. Bernard, Esq. Facsimile: (650) 493-6811 Wilson Sonsini Goodrich & Rosati Professional Corporation One Market, Spear Street Tower, Suite 3300 San Francisco, California 94105 Attention:
Steve L. Camahort, Esq. Facsimile: (415) 947-2099 if to Seller:
Vari- _____________
dt 1324743
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 | 2002 |
Stockholder Support Agreement
Stockholder Support Agreement (27K)
Doc #989992: Click preview link for longer preview.
THIS STOCKHOLDER SUPPORT AGREEMENT (the "Agreement") is entered into as
of December 2, 2002, by and among OLIN ACQUISITION CORPORATION, a Delaware
corporation ("Buyer"), VARI-L COMPANY, INC., a Colorado corporation ("Seller"),
and the undersigned stockholder of Seller ("Stockholder").
RECITALS
A. Buyer, Seller and Sirenza Microdevices, Inc., a Delaware corporation
and the corporate parent of Buyer ("Parent"), are entering into an Asset
Purchase Agreement of even date herewith (the " . . .
989992
|
Sirenza
As referenced in this Stockholder Support Agreement:
Sirenza Microdevices, Inc. – by and among OLIN ACQUISITION CORPORATION, a Delaware
corporation ("Buyer"), VARI-L COMPANY, INC., a Colorado corporation ("Seller"),
and the undersigned stockholder of Seller ("Stockholder").
RECITALS
A. Buyer, Seller and Sirenza Microdevices, Inc. , a Delaware corporation
and the corporate parent of Buyer ("Parent"), are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the _____________
Sirenza Microdevices, Inc. – party as shall be specified by like notice):
if to the Stockholder:
at the address set forth below the Stockholder's signature on
the signature page hereof
if to Buyer:
Sirenza Microdevices, Inc.
522 Alomar Avenue
Sunnyvale, CA 94085
Attention: Chief Financial Officer
Facsimile: (408) 739-0970
with copies to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, _____________
dt 1460901
;
Sirenza
As referenced in this Stockholder Support Agreement:
Sirenza Microdevices, Inc. – by and among OLIN ACQUISITION CORPORATION, a Delaware
corporation ("Buyer"), VARI-L COMPANY, INC., a Colorado corporation ("Seller"),
and the undersigned stockholder of Seller ("Stockholder").
RECITALS
A. Buyer, Seller and Sirenza Microdevices, Inc. , a Delaware corporation
and the corporate parent of Buyer ("Parent"), are entering into an Asset
Purchase Agreement of even date herewith (the "Purchase Agreement") which
provides (subject to the _____________
Sirenza Microdevices, Inc. – party as shall be specified by like notice):
if to the Stockholder:
at the address set forth below the Stockholder's signature on
the signature page hereof
if to Buyer:
Sirenza Microdevices, Inc.
522 Alomar Avenue
Sunnyvale, CA 94085
Attention: Chief Financial Officer
Facsimile: (408) 739-0970
with copies to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, _____________
dt 1460929
;
|
WSGR
As referenced in this Stockholder Support Agreement:
Wilson Sonsini – s signature on
the signature page hereof
if to Buyer:
Sirenza Microdevices, Inc.
522 Alomar Avenue
Sunnyvale, CA 94085
Attention: Chief Financial Officer
Facsimile: (408) 739-0970
with copies to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attention: Steven V. Bernard, Esq.
Facsimile: (650) 493-6811
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market, _____________
Wilson Sonsini – Facsimile: (408) 739-0970
with copies to:
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
Attention: Steven V. Bernard, Esq.
Facsimile: (650) 493-6811
Wilson Sonsini Goodrich & Rosati
Professional Corporation
One Market, Spear Street Tower, Suite 3300
San Francisco, California 94105
Attention: Steve L. Camahort, Esq.
Facsimile: (415) 947-2099
if to Seller:
Vari- _____________
dt 1324745
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 | 2001 |
Acquisition Agreement
Acquisition Agreement (223K)
Doc #1113060: Click preview link for longer preview.
MITEL CORPORATION
and
3755461 CANADA INC.
and
DR. TERENCE H. MATTHEWS
--------------------------------------------------------------------------------
ACQUISITION AGREEMENT
--------------------------------------------------------------------------------
<PAGE>
ARTICLE I ..................................................................5
1 ....INTERPRETATION.............. . . .
1113060
| |
CIBC
As referenced in this Acquisition Agreement:
Canadian Imperial Bank of Commerce – Balance
Sheet. In the event that such an adjustment in the Purchase Price is required,
such amount, together with interest thereon at a rate equal to the rate charged
by Canadian Imperial Bank of Commerce to its most favoured customers for
Canadian dollar loans in Canada, from the expiry of the 30 day dispute period
referred to in section 2.4, shall forthwith be paid _____________
Canadian Imperial Bank of Commerce – The Vendor is the beneficial owner of record of the Purchased Shares, with good
and valid title thereto, free and clear of all Encumbrances other than the
interest of the Canadian Imperial Bank of Commerce as administrative agent for
the lenders under the credit agreement referenced in Schedule 3.6 and, without
limiting the generality of the foregoing, none of the Purchased Shares are
subject _____________
dt 1711865
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 | 2002 |
Plan of Reorganization
Plan of Reorganization (281K)
Doc #1113550: Click preview link for longer preview.
AGREEMENT
AND
PLAN OF REORGANIZATION
AMONG
VIRAGE LOGIC CORPORATION,
IN-CHIP ACQUISITION, INC.
AND
IN-CHIP SYSTEMS, INC.
May 4, 2002
THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL . . .
1113550
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| Preview
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 | 2004 |
Merger Agreement
Merger Agreement (11K)
Doc #1113694: Click preview link for longer preview.
MERGER AGREEMENT BETWEEN UMC AND SIS MICROELECTRONICS CORPORATION
Merger Agreement between UMC and SiS Microelectronics Corporation
Exhibit 4.8 (Translation) MERGER AGREEMENT THIS MERGER AGREEMENT (the Agreement) is made and entered into as of February 26, 2004 (the Effective Date) by and between United Microelectronics Corporation, a Republic of China (R.O.C.) company limited by shares with its
registered offices at No.3, Li-Hsin Rd. II, Hsinchu Science Park, Hsinchu, Taiwan, R.O.C (UMC), and SiS . . .
1113694
| | |
| Full Doc
 | 2001 |
Exchange Agreement
Exchange Agreement (17K)
Doc #1115354: This document is immediately available for purchase, but does not have a preview available for viewing.
1115354
| | |
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 | 2001 |
Asset Purchase Agreement and Plan of Reorganization
Asset Purchase Agreement and Plan of Reorganization (163K)
Doc #1118678: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT AND PLAN OF REORGANIZATION
BY AND AMONG
QUICKLOGIC CORPORATION
Q ACQUISITION CORPORATION
V3 SEMICONDUCTOR INC.
AND
V CUBED CORPORATION
Dated as of April 17, 2001
TABLE OF CONTENTS
Page
ARTICLE I PURCHASE AND SALE OF ASSETS
2
1.1
Purchase and Sale
2
1.2
Assumption of Liabilities
3
1.3
Consideration for Assets
3
1.4
Transfer Taxes and Apportioned Obligations
5
1. . . .
1118678
| | |
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 | 2004 |
Merger Agreement and Plan of Reorganization
Merger Agreement and Plan of Reorganization (146K)
Doc #1119690: Click preview link for longer preview.
MERGER AGREEMENT AND PLAN OF REORGANIZATION
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this �Agreement�) is dated as of December 18, 2003, and is entered into by and among Advanced Research & Applications Corporation, a California corporation (�ARACOR�), Robert A. Armistead (�Individual�), OSI Subsidiary, Inc., a California corporation (�OSI Subsidiary�), OSI Systems, Inc., a California corporation (�OSI�) with reference to the following facts:
A. OSI and OSI Subsidiary wish to acquire the Business (as hereinafter defined) by merging OSI Subsidiary into . . .
1119690
|
OSI Systems
As referenced in this Merger Agreement and Plan of Reorganization:
OSI Systems, Inc. – 18, 2003, and is entered into by and among Advanced Research & Applications Corporation, a California corporation (ARACOR), Robert A. Armistead (Individual), OSI Subsidiary, Inc., a California corporation (OSI Subsidiary), OSI Systems, Inc. , a California corporation (OSI) with reference to the following facts:
A. OSI and OSI Subsidiary wish to acquire the Business (as hereinafter defined) by merging OSI Subsidiary into ARACOR, _____________
OSI SYSTEMS, INC. – the parties has caused this Agreement to be duly executed all as of the date first written above.
ADVANCED RESEARCH &
APPLICATIONS CORPORATION
By:
Its:
ROBERT A. ARMISTEAD
Individual
Address:
OSI SYSTEMS, INC.
By:
Ajay Mehra
Its:
Executive Vice President
OSI SUBSIDIARY, INC.
By:
Ajay Mehra
Its:
Executive Vice President _____________
dt 1460745
;
OSI Systems
As referenced in this Merger Agreement and Plan of Reorganization:
OSI Systems, Inc. – 18, 2003, and is entered into by and among Advanced Research & Applications Corporation, a California corporation (ARACOR), Robert A. Armistead (Individual), OSI Subsidiary, Inc., a California corporation (OSI Subsidiary), OSI Systems, Inc. , a California corporation (OSI) with reference to the following facts:
A. OSI and OSI Subsidiary wish to acquire the Business (as hereinafter defined) by merging OSI Subsidiary into ARACOR, _____________
OSI SYSTEMS, INC. – the parties has caused this Agreement to be duly executed all as of the date first written above.
ADVANCED RESEARCH &
APPLICATIONS CORPORATION
By:
Its:
ROBERT A. ARMISTEAD
Individual
Address:
OSI SYSTEMS, INC.
By:
Ajay Mehra
Its:
Executive Vice President
OSI SUBSIDIARY, INC.
By:
Ajay Mehra
Its:
Executive Vice President _____________
dt 1475019
;
|
Gray Cary
As referenced in this Merger Agreement and Plan of Reorganization:
Gray Cary – Section 4.1.2 hereof.
1.64. Other Fees. Other Fees means professional advisory fees incurred in connection with the transaction contemplated by this Agreement, payable to Alliant Partners and Gray Cary Ware & Freidenrich LLP in the amounts set forth on Schedule 1.64.
1.65. Pass Through Amounts. Pass Through Amounts shall have the meaning ascribed to it in _____________
Gray Cary – be designated in writing by such party in accordance with the terms of this paragraph.
If to ARACOR:
352 Java Drive
Sunnyvale, CA 94089
Attention: President
With a copy to:
Gray Cary Ware & Freidenrich LLP
2000 University Avenue
East Palo Alto, CA 94303-2248
Attention: Diane Holt Frankle, Esq.
-37-
If to Individual, at the address set forth on the _____________
dt 1399277
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 | 2002 |
Merger Agreement and Plan of Reorganization
Merger Agreement and Plan of Reorganization (160K)
Doc #1119733: Click preview link for longer preview.
MERGER AGREEMENT AND PLAN OF REORGANIZATION
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this �Agreement�) is dated as of October 31, 2002, and is entered into by and among Ancore Corporation, a Delaware corporation (�Ancore�); NIF Ventures Co., Ltd., a business organization formed and existing under the laws of Japan; Investment Enterprise Partnership �NIF Venture 21-A�, a business organization formed and existing under the laws of Japan; Investment Enterprise Partnership �NIF Venture 21-B�, a business organization formed and existing under the laws of Japan; Investment . . .
1119733
|
OSI Systems
As referenced in this Merger Agreement and Plan of Reorganization:
OSI Systems, Inc. – except for Ancore and including the NIF Stockholders, are referred to collectively herein as ?Major Stockholders?), on the one hand, and OSI Subsidiary, Inc., a Delaware corporation (?OSI Subsidiary?), and OSI Systems, Inc. , a California corporation (?OSI?), on the other hand, with reference to the following facts:
A. OSI and OSI Subsidiary wish to acquire the Business (as hereinafter defined) by merging _____________
OSI Systems, Inc. – Esq.
650 Page Mill Road
Palo Alto, CA 94110
If to a Major Stockholder, at the address set forth on the signature pages hereto.
If to OSI Subsidiary or OSI:
OSI Systems, Inc.
ATTN: Chief Executive Officer
12525 Chadron Avenue
Hawthorne, CA 90250
With a copy to:
Richman, Mann, Chizever, Phillips & Duboff
ATTN: Gerald Chizever, Esq.
Penthouse
9601 Wilshire Boulevard
Beverly _____________
OSI SYSTEMS, INC. – 1 Kyobashi Chau-Ku
Tokyo 104-0031 Japan
[OSI/Ancore Merger Agreement and Plan of Reorganization Signature Page]
-44-
[OSI/Ancore Merger Agreement and Plan of Reorganization Signature Page]
-45-
OSI SYSTEMS, INC.
By:
/s/ Deepak Chopra
Its:
President and Chief Executive Officer
OSI SUBSIDIARY, INC.
By:
/s/ Deepak Chopra
Its:
President and Chief Executive Officer
[OSI/Ancore Merger Agreement and Plan _____________
dt 1741403
;
|
OSI Systems
As referenced in this Merger Agreement and Plan of Reorganization:
OSI Systems, Inc. – except for Ancore and including the NIF Stockholders, are referred to collectively herein as ?Major Stockholders?), on the one hand, and OSI Subsidiary, Inc., a Delaware corporation (?OSI Subsidiary?), and OSI Systems, Inc. , a California corporation (?OSI?), on the other hand, with reference to the following facts:
A. OSI and OSI Subsidiary wish to acquire the Business (as hereinafter defined) by merging _____________
OSI Systems, Inc. – Esq.
650 Page Mill Road
Palo Alto, CA 94110
If to a Major Stockholder, at the address set forth on the signature pages hereto.
If to OSI Subsidiary or OSI:
OSI Systems, Inc.
ATTN: Chief Executive Officer
12525 Chadron Avenue
Hawthorne, CA 90250
With a copy to:
Richman, Mann, Chizever, Phillips & Duboff
ATTN: Gerald Chizever, Esq.
Penthouse
9601 Wilshire Boulevard
Beverly _____________
OSI SYSTEMS, INC. – 1 Kyobashi Chau-Ku
Tokyo 104-0031 Japan
[OSI/Ancore Merger Agreement and Plan of Reorganization Signature Page]
-44-
[OSI/Ancore Merger Agreement and Plan of Reorganization Signature Page]
-45-
OSI SYSTEMS, INC.
By:
/s/ Deepak Chopra
Its:
President and Chief Executive Officer
OSI SUBSIDIARY, INC.
By:
/s/ Deepak Chopra
Its:
President and Chief Executive Officer
[OSI/Ancore Merger Agreement and Plan _____________
dt 1761447
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 | 2000 |
Merger Agreement
Merger Agreement (19K)
Doc #1121434: Click preview link for longer preview.
<DESCRIPTION>EXHIBIT 2.1
<TEXT>
<PAGE>
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
August 31, 2000 by and among Monolithic System Technology, Inc., a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc., a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the "PARTIES").
. . .
1121434
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Monolithic
As referenced in this Merger Agreement:
Monolithic System Technology, Inc. – DESCRIPTION>EXHIBIT 2.1
<TEXT>
<PAGE>
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
August 31, 2000 by and among Monolithic System Technology, Inc. , a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc., a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the " _____________
Monolithic System Technology, Inc. – gt;
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
August 31, 2000 by and among Monolithic System Technology, Inc., a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc. , a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the "PARTIES").
RECITALS
MoSys Delaware is a newly incorporated corporation, without _____________
MONOLITHIC SYSTEM TECHNOLOGY,
INC. – of the other provisions hereof.
* * *
6
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Merger
Agreement as of the date first written above.
MONOLITHIC SYSTEM TECHNOLOGY, MONOLITHIC SYSTEM TECHNOLOGY,
INC. , A CALIFORNIA CORPORATION INC., A DELAWARE CORPORATION
_____________________________ ______________________________
By: Fu-Chieh Hsu By: Fu-Chieh Hsu
Title: President Title: President
_____________________________ ______________________________
By: F. Judson Mitchell By: F. _____________
dt 1322132
;
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Monolithic
As referenced in this Merger Agreement:
Monolithic System Technology, Inc. – DESCRIPTION>EXHIBIT 2.1
<TEXT>
<PAGE>
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
August 31, 2000 by and among Monolithic System Technology, Inc. , a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc., a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the " _____________
Monolithic System Technology, Inc. – gt;
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
August 31, 2000 by and among Monolithic System Technology, Inc., a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc. , a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the "PARTIES").
RECITALS
MoSys Delaware is a newly incorporated corporation, without _____________
MONOLITHIC SYSTEM TECHNOLOGY,
INC. – of the other provisions hereof.
* * *
6
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Merger
Agreement as of the date first written above.
MONOLITHIC SYSTEM TECHNOLOGY, MONOLITHIC SYSTEM TECHNOLOGY,
INC. , A CALIFORNIA CORPORATION INC., A DELAWARE CORPORATION
_____________________________ ______________________________
By: Fu-Chieh Hsu By: Fu-Chieh Hsu
Title: President Title: President
_____________________________ ______________________________
By: F. Judson Mitchell By: F. _____________
dt 1322140
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 | 2000 |
Merger Agreement
Merger Agreement (22K)
Doc #1121460: Click preview link for longer preview.
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
________ __, 2000 by and among Monolithic System Technology, Inc., a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc., a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the "PARTIES").
RECITALS
MoSys Delaware is a newly incorporated corporation, without business . . .
1121460
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Monolithic
As referenced in this Merger Agreement:
Monolithic System Technology, Inc. – 2.1
<TEXT>
<PAGE>
Exhibit 2.1
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
________ __, 2000 by and among Monolithic System Technology, Inc. , a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc., a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the " _____________
Monolithic System Technology, Inc. – 1
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
________ __, 2000 by and among Monolithic System Technology, Inc., a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc. , a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the "PARTIES").
RECITALS
MoSys Delaware is a newly incorporated corporation, without _____________
MONOLITHIC SYSTEM TECHNOLOGY, INC. – enforceability of any of the
other provisions hereof.
* * *
6
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Merger
Agreement as of the date first written above.
MONOLITHIC SYSTEM TECHNOLOGY, INC. , MONOLITHIC SYSTEM TECHNOLOGY,
A CALIFORNIA CORPORATION INC., A DELAWARE CORPORATION
----------------------------------- -----------------------------
By: Fu-Chieh Hsu By: Fu-Chieh Hsu
Title: President Title: President
----------------------------------- -----------------------------
By: By:
-------------------------------- --------------------------
Title: Secretary Title: Secretary
7
& _____________
MONOLITHIC SYSTEM TECHNOLOGY, INC. – TECHNOLOGY,
A CALIFORNIA CORPORATION INC., A DELAWARE CORPORATION
----------------------------------- -----------------------------
By: Fu-Chieh Hsu By: Fu-Chieh Hsu
Title: President Title: President
----------------------------------- -----------------------------
By: By:
-------------------------------- --------------------------
Title: Secretary Title: Secretary
7
<PAGE>
MONOLITHIC SYSTEM TECHNOLOGY, INC. ,
A CALIFORNIA CORPORATION
CERTIFICATE OF APPROVAL OF MERGER AGREEMENT
Fu-Chieh Hsu and Wing-Yu Leung certify that:
1. They are the president and secretary, respectively of Monolithic
System _____________
Monolithic
System Technology, Inc. – SYSTEM TECHNOLOGY, INC.,
A CALIFORNIA CORPORATION
CERTIFICATE OF APPROVAL OF MERGER AGREEMENT
Fu-Chieh Hsu and Wing-Yu Leung certify that:
1. They are the president and secretary, respectively of Monolithic
System Technology, Inc. , a California corporation.
2. The Merger Agreement in the form attached as EXHIBIT A was duly
approved by the board of directors and the shareholders of the corporation.
3. _____________
dt 1322134
;
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Monolithic
As referenced in this Merger Agreement:
Monolithic System Technology, Inc. – 2.1
<TEXT>
<PAGE>
Exhibit 2.1
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
________ __, 2000 by and among Monolithic System Technology, Inc. , a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc., a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the " _____________
Monolithic System Technology, Inc. – 1
MERGER AGREEMENT
This Merger Agreement (the "MERGER AGREEMENT") is entered into as of
________ __, 2000 by and among Monolithic System Technology, Inc., a California
corporation ("MOSYS CALIFORNIA"), and Monolithic System Technology, Inc. , a
Delaware corporation and a wholly-owned subsidiary of MoSys California ("MOSYS
DELAWARE" and, together with MoSys California, the "PARTIES").
RECITALS
MoSys Delaware is a newly incorporated corporation, without _____________
MONOLITHIC SYSTEM TECHNOLOGY, INC. – enforceability of any of the
other provisions hereof.
* * *
6
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Merger
Agreement as of the date first written above.
MONOLITHIC SYSTEM TECHNOLOGY, INC. , MONOLITHIC SYSTEM TECHNOLOGY,
A CALIFORNIA CORPORATION INC., A DELAWARE CORPORATION
----------------------------------- -----------------------------
By: Fu-Chieh Hsu By: Fu-Chieh Hsu
Title: President Title: President
----------------------------------- -----------------------------
By: By:
-------------------------------- --------------------------
Title: Secretary Title: Secretary
7
& _____________
MONOLITHIC SYSTEM TECHNOLOGY, INC. – TECHNOLOGY,
A CALIFORNIA CORPORATION INC., A DELAWARE CORPORATION
----------------------------------- -----------------------------
By: Fu-Chieh Hsu By: Fu-Chieh Hsu
Title: President Title: President
----------------------------------- -----------------------------
By: By:
-------------------------------- --------------------------
Title: Secretary Title: Secretary
7
<PAGE>
MONOLITHIC SYSTEM TECHNOLOGY, INC. ,
A CALIFORNIA CORPORATION
CERTIFICATE OF APPROVAL OF MERGER AGREEMENT
Fu-Chieh Hsu and Wing-Yu Leung certify that:
1. They are the president and secretary, respectively of Monolithic
System _____________
Monolithic
System Technology, Inc. – SYSTEM TECHNOLOGY, INC.,
A CALIFORNIA CORPORATION
CERTIFICATE OF APPROVAL OF MERGER AGREEMENT
Fu-Chieh Hsu and Wing-Yu Leung certify that:
1. They are the president and secretary, respectively of Monolithic
System Technology, Inc. , a California corporation.
2. The Merger Agreement in the form attached as EXHIBIT A was duly
approved by the board of directors and the shareholders of the corporation.
3. _____________
dt 1322142
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 | 2004 |
Master Separation Agreement
Master Separation Agreement (54K)
Doc #1123504: Click preview link for longer preview.
Master Separation Agreement
between
LSI Logic Corporation
and
LSI Logic Storage Systems, Inc.
December 31, 2003
TABLE OF CONTENTS
Page
ARTICLE I SEPARATION
1
1.1
Separation Date
1
1.2
Closing of Transactions
1
ARTICLE II DOCUMENTS AND ITEMS TO BE . . .
1123504
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WSGR
As referenced in this Master Separation Agreement:
Wilson Sonsini – occur upon the exchange and delivery of the items required to be delivered pursuant to Section 2.1 and Section 2.2. The closing shall occur at the offices of Wilson Sonsini Goodrich & Rosati (WSGR), 650 Page Mill Road, Palo Alto, California 94304.
ARTICLE II
DOCUMENTS AND ITEMS TO BE DELIVERED ON AND AFTER THE SEPARATION DATE
2.1 Documents _____________
dt 1324828
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 | 2004 |
Asset Acquisition Agreement
Asset Acquisition Agreement (48K)
Doc #1133374: Click preview link for longer preview.
ASSET ACQUISITION AGREEMENT
THIS ASSET ACQUISITION AGREEMENT ("Agreement") is made by and between,
TEGAL CORPORATION, a Delaware corporation, with principal offices at 2201 South
McDowell Boulevard, Petaluma, California 94954-6903 ("Purchaser"), and FIRST
DERIVATIVE SYSTEMS, INC., a California corporation, with principal offices at
700-C Becknell Rd., Goleta, CA 93117 (the "Seller") effective the 28th day of
April 2004 (the "Effective Date"), for the purpose of transferring to Purchaser
all of Seller's right, . . .
1133374
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