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$93	Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (299K) Doc #1433008: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER among MAXIM INTEGRATED PRODUCTS, INC., MI ACQUISITION SUB, INC. and DALLAS SEMICONDUCTOR CORPORATION Dated as of January 28, 2001 <PAGE> <TABLE> <CAPTION> TABLE OF CONTENTS . . . 1433008	ISI Integrated Systems Inc. As referenced in this Agreement and Plan of Merger: Integrated Systems, Inc. – PRODUCTS, INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ ISSUER: DALLAS SEMICONDUCTOR CORPORATION By:_____________________________________ Name:___________________________________ Title:__________________________________ <PAGE> EXHIBIT B AFFILIATE POOLING AGREEMENT January 28, 2001 Maxim Integrated Systems, Inc. 120 San Gabriel Sunnyvale, CA 94086 Ladies and Gentlemen: The undersigned has been advised that, as of the date hereof, the undersigned may be deemed to be an "affiliate"(" _____________ Integrated Systems, Inc. – Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms and subject to the conditions of that certain Agreement and Plan of Merger by and among Maxim Integrated Systems, Inc. , a Delaware corporation ("Parent"), MI Acquisition Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Company, dated as of January _____________ Integrated Systems, Inc. – terms of an Affiliate Pooling Agreement between the original holder of such shares and Sun, Inc., a copy of which agreement is on file at the principal offices of Maxim Integrated Systems, Inc. " It is understood and agreed that the legend set forth above will be removed upon surrender of certificates bearing such legend by delivery of substitute certificates without such legend ( _____________ dt 1684522 ; ISI Integrated Systems Inc. As referenced in this Agreement and Plan of Merger: Integrated Systems, Inc. – PRODUCTS, INC. By:_____________________________________ Name:___________________________________ Title:__________________________________ ISSUER: DALLAS SEMICONDUCTOR CORPORATION By:_____________________________________ Name:___________________________________ Title:__________________________________ <PAGE> EXHIBIT B AFFILIATE POOLING AGREEMENT January 28, 2001 Maxim Integrated Systems, Inc. 120 San Gabriel Sunnyvale, CA 94086 Ladies and Gentlemen: The undersigned has been advised that, as of the date hereof, the undersigned may be deemed to be an "affiliate"(" _____________ Integrated Systems, Inc. – Securities Act of 1933, as amended (the "Securities Act"). Pursuant to the terms and subject to the conditions of that certain Agreement and Plan of Merger by and among Maxim Integrated Systems, Inc. , a Delaware corporation ("Parent"), MI Acquisition Sub, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Company, dated as of January _____________ Integrated Systems, Inc. – terms of an Affiliate Pooling Agreement between the original holder of such shares and Sun, Inc., a copy of which agreement is on file at the principal offices of Maxim Integrated Systems, Inc. " It is understood and agreed that the legend set forth above will be removed upon surrender of certificates bearing such legend by delivery of substitute certificates without such legend ( _____________ dt 1684523 ; Dallas Semiconductor Dallas Semiconductor Corp ;	Maxim Maxim Integrated Products Inc. ( Semiconductors ) As referenced in this Agreement and Plan of Merger: MAXIM INTEGRATED PRODUCTS, INC. – 2 <SEQUENCE>2 <FILENAME>0002.txt <DESCRIPTION>AGREEMENT AND PLAN OF MERGER <TEXT> Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among MAXIM INTEGRATED PRODUCTS, INC. , MI ACQUISITION SUB, INC. and DALLAS SEMICONDUCTOR CORPORATION Dated as of January 28, 2001 <PAGE> <TABLE> <CAPTION> TABLE OF CONTENTS Page <S& _____________ MAXIM INTEGRATED PRODUCTS, INC. – Form of Stock Option Agreement EXHIBIT B.................Form of Company Affiliate Pooling Agreement <PAGE> AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2001 (the "Agreement") among MAXIM INTEGRATED PRODUCTS, INC. , a Delaware corporation ("Parent"), MI ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and DALLAS SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"). _____________ Maxim Integrated Products, Inc. – or by electronic mail, with a copy thereof to be delivered or sent as provided above or by facsimile or telecopier, as follows: (a) If to Parent or Merger Sub: Maxim Integrated Products, Inc. 120 San Gabriel Sunnyvale, California 94086 Facsimile: (408) 736-1831 Attention: John F. Gifford, President With copy to: Simpson Thacher & Bartlett 3330 Hillview Avenue Palo Alto, California 94304 _____________ MAXIM INTEGRATED PRODUCTS, INC. – IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. MAXIM INTEGRATED PRODUCTS, INC. By: /s/ John F. Gifford ------------------------------------ Name: John F. Gifford Title: Chief Executive Officer MI ACQUISITION SUB, INC. By: /s/ John F. Gifford ------------------------------------ Name: John F. Gifford Title: Chief Executive _____________ Maxim Integrated Products, Inc. – SEMICONDUCTOR CORPORATION By: /s/ Chao C. Mai ------------------------------------ Name: Chao C. Mai Title: President <PAGE> EXHIBIT A STOCK OPTION AGREEMENT, dated as of January 28, 2001 (the "Agreement"), between Maxim Integrated Products, Inc. , a Delaware corporation (the "Grantee"), Dallas Semiconductor Corporation, a Delaware corporation (the "Issuer"). RECITALS WHEREAS, Grantee and Issuer are, concurrently with the execution and delivery of this Agreement, entering _____________ dt 1697854 ; Maxim Maxim Integrated Products Inc. ( Semiconductors ) As referenced in this Agreement and Plan of Merger: MAXIM INTEGRATED PRODUCTS, INC. – 2 <SEQUENCE>2 <FILENAME>0002.txt <DESCRIPTION>AGREEMENT AND PLAN OF MERGER <TEXT> Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among MAXIM INTEGRATED PRODUCTS, INC. , MI ACQUISITION SUB, INC. and DALLAS SEMICONDUCTOR CORPORATION Dated as of January 28, 2001 <PAGE> <TABLE> <CAPTION> TABLE OF CONTENTS Page <S& _____________ MAXIM INTEGRATED PRODUCTS, INC. – Form of Stock Option Agreement EXHIBIT B.................Form of Company Affiliate Pooling Agreement <PAGE> AGREEMENT AND PLAN OF MERGER, dated as of January 28, 2001 (the "Agreement") among MAXIM INTEGRATED PRODUCTS, INC. , a Delaware corporation ("Parent"), MI ACQUISITION SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and DALLAS SEMICONDUCTOR CORPORATION, a Delaware corporation (the "Company"). _____________ Maxim Integrated Products, Inc. – or by electronic mail, with a copy thereof to be delivered or sent as provided above or by facsimile or telecopier, as follows: (a) If to Parent or Merger Sub: Maxim Integrated Products, Inc. 120 San Gabriel Sunnyvale, California 94086 Facsimile: (408) 736-1831 Attention: John F. Gifford, President With copy to: Simpson Thacher & Bartlett 3330 Hillview Avenue Palo Alto, California 94304 _____________ MAXIM INTEGRATED PRODUCTS, INC. – IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. MAXIM INTEGRATED PRODUCTS, INC. By: /s/ John F. Gifford ------------------------------------ Name: John F. Gifford Title: Chief Executive Officer MI ACQUISITION SUB, INC. By: /s/ John F. Gifford ------------------------------------ Name: John F. Gifford Title: Chief Executive _____________ Maxim Integrated Products, Inc. – SEMICONDUCTOR CORPORATION By: /s/ Chao C. Mai ------------------------------------ Name: Chao C. Mai Title: President <PAGE> EXHIBIT A STOCK OPTION AGREEMENT, dated as of January 28, 2001 (the "Agreement"), between Maxim Integrated Products, Inc. , a Delaware corporation (the "Grantee"), Dallas Semiconductor Corporation, a Delaware corporation (the "Issuer"). RECITALS WHEREAS, Grantee and Issuer are, concurrently with the execution and delivery of this Agreement, entering _____________ dt 1697855 ; More...
$45	Preview Full Doc	1999	OEM License Agreement OEM License Agreement (187K) Doc #142483: Click preview link for longer preview. NETWORK COMPUTER, INC. OEM LICENSE AGREEMENT This OEM License Agreement ("AGREEMENT") is entered into by and between Network Computer, Inc., a Delaware corporation, with principal offices at 1000 Bridge Parkway, Redwood Shores, CA 94065 ("NCI"), and Wind River Systems, Inc., a Delaware corporation, with principal offices at 1010 Atlantic Avenue, Alameda, California 94501 ("LICENSEE"). RECITAL The Licensee desires to license from NCI, and NCI desires to license to the Licensee, the right to access and modify the source code version of NCI's customized Internet consumer software and duplicate, distribute and sublicense the object code versions of such modified source code bundled with certain Licensee Products (defined below), and, subject to the restrictions described herein, certain specified source code, in all cases in accordance with the terms and conditions of this Agreement. AGREEMENT 1. DEFINITIONS For purposes of this Agreement, the following terms shall have the following meanings: 1.1 "ATTACHMENT(S)" means the attachments to this Agreement which are attached hereto and incorporated herein: 1.1.1 Attachment A (Product(s) and Trademark Description) which sets forth a description of the NCI Product and NCI Trademarks licensed hereunder; provided, however, that NCI may add or delete NCI Trademarks from Attachment A from time to time upon thirty (30) days notice. 1.1.2 Attachment B (Licensee Product, Licensee Trademarks, Pricing and Payment Schedules, Territory and Optional Products/Modules) which sets forth a description of the Licensee Product with which the NCI Product will be bundled, the Licensee Trademarks licensed hereunder, the NCI Product pricing and payment schedule, the Territory in which Licensee may distribute the NCI Product pursuant to the terms and conditions hereof, and any Optional Products/Modules that may be included in the NCI Product subject to mutually agreeable terms and availability. 1.1.3 Attachment C (OEM Maintenance and Technical Support) which sets forth NCI's and Licensee's respective maintenance and technical support obligations. 142483	ISI Integrated Systems Inc. As referenced in this OEM License Agreement: Integrated Systems, Inc. – IxWorks, WiSP, and other real time embedded operating systems developed and owned by Licensee Licensee Trademarks: Wind River Systems, VxWorks, Tornado, IxWorks, Embedded Internet, WiSP (including the logos) Specified Parties: Integrated Systems, Inc. , Microware Systems Corp., Mentor Graphics Corporation RTOS Division, QNX Software Systems, Ltd., Accelerated Technology, Inc., the Chorus and Diba divisions of Sun Microsystems, Inc. (or any other name under _____________ dt 1314659 ; ISI Integrated Systems Inc. As referenced in this OEM License Agreement: Integrated Systems, Inc. – IxWorks, WiSP, and other real time embedded operating systems developed and owned by Licensee Licensee Trademarks: Wind River Systems, VxWorks, Tornado, IxWorks, Embedded Internet, WiSP (including the logos) Specified Parties: Integrated Systems, Inc. , Microware Systems Corp., Mentor Graphics Corporation RTOS Division, QNX Software Systems, Ltd., Accelerated Technology, Inc., the Chorus and Diba divisions of Sun Microsystems, Inc. (or any other name under _____________ dt 1314661 ; Regents of UC Regents of the University of California As referenced in this OEM License Agreement: Regents of the University of California – MATERIALS PROVIDED WITH THE DISTRIBUTION." "The portion of [the Bundled Product] that provides the DBM function is copyright (c) 1990, 1993, 1994 The Regents of the University of California (the "Regents"). All rights reserved. This code is derived from software contributed to Berkeley by Margo Seltzer. Redistribution and use in source _____________ dt 182763 ;	Spyglass Spyglass Inc. As referenced in this OEM License Agreement: Spyglass, Inc. – Embedded Graphics Usage and may delegate those obligations that pertain to Embedded Graphics Usage. (ii) if such Acquiror is Microsoft Corporation, WebTV Networks, Inc., PlanetWeb, Inc., PowerTV, Inc., OpenTV, Inc., Spyglass, Inc. , Intel Corporation, International Business Machines Corporation, Sun Microsystems, Inc., Informix Software, Inc., or Sybase, Inc. (collectively, the "Specified Acquirors") then NCI, at its option may (A) consent to the _____________ dt 1315743 ; Spyglass Spyglass Inc. As referenced in this OEM License Agreement: Spyglass, Inc. – Embedded Graphics Usage and may delegate those obligations that pertain to Embedded Graphics Usage. (ii) if such Acquiror is Microsoft Corporation, WebTV Networks, Inc., PlanetWeb, Inc., PowerTV, Inc., OpenTV, Inc., Spyglass, Inc. , Intel Corporation, International Business Machines Corporation, Sun Microsystems, Inc., Informix Software, Inc., or Sybase, Inc. (collectively, the "Specified Acquirors") then NCI, at its option may (A) consent to the _____________ dt 1315747 ; More...
$63	Preview Full Doc	2004	Share Exchange Agreement Share Exchange Agreement (128K) Doc #1272889: Click preview link for longer preview. <DESCRIPTION>SHARE EXCHANGE AGREEMENT <TEXT> SHARE EXCHANGE AGREEMENT BY AND AMONG BANKENGINE TECHNOLOGIES INC. MICHAEL XIRINACHS, AN INDIVIDUAL AND PRINCIPAL STOCKHOLDER OF BANKENGINE TECHNOLOGIES INC. SYSCAN, INC. AND SYSCAN IMAGING LIMITED, . . . 1272889	ISI Integrated Systems Inc. As referenced in this Share Exchange Agreement: Integrated Systems, Inc. – and desist letter as such. There has been no further development on this case. o Syscan filed a lawsuit against Portable Peripheral Co., Ltd., Penpower Technology Ltd., Inc., Image Recognition Integrated Systems, Inc. , Cardreader Inc. and Targus Inc. for patent infringement in September of 2003 for infringement of Syscan's US patent nos 6,054,707, 6,275,309 and 6,459, _____________ Integrated Systems, Inc. – United States District Court of Northern District of California. <PAGE> Schedule 3.09 Syscan filed a lawsuit against Portable Peripheral Co., Ltd., Penpower Technology Ltd., Inc., Image Recognition Integrated Systems, Inc. , Cardreader Inc. and Targus Inc. for patent infringement in September of 2003 for infringement of Syscan's US patent nos 6,054,707, 6,275,309 and 6,459, _____________ dt 1314660 ; ISI Integrated Systems Inc. As referenced in this Share Exchange Agreement: Integrated Systems, Inc. – and desist letter as such. There has been no further development on this case. o Syscan filed a lawsuit against Portable Peripheral Co., Ltd., Penpower Technology Ltd., Inc., Image Recognition Integrated Systems, Inc. , Cardreader Inc. and Targus Inc. for patent infringement in September of 2003 for infringement of Syscan's US patent nos 6,054,707, 6,275,309 and 6,459, _____________ Integrated Systems, Inc. – United States District Court of Northern District of California. <PAGE> Schedule 3.09 Syscan filed a lawsuit against Portable Peripheral Co., Ltd., Penpower Technology Ltd., Inc., Image Recognition Integrated Systems, Inc. , Cardreader Inc. and Targus Inc. for patent infringement in September of 2003 for infringement of Syscan's US patent nos 6,054,707, 6,275,309 and 6,459, _____________ dt 1314662 ;	Syscan Imaging Syscan Imaging Inc. ; Syscan Imaging Syscan Imaging Inc.