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Title: |
Lock-Up Agreement |
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Entities: |
Advanced Power Technology Inc.; Microsemi Corp.; Power Technology, Inc. |
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Date: |
2005 |
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Size: |
Preview shows 6KB of 23KB total |
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Price: |
$43 |
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ID: |
#1121662 |
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LOCK-UP AGREEMENT
This Lock-Up Agreement (this Agreement) is made and entered into as of November 11, 2005, among Microsemi Corporation, a Delaware corporation (Parent), the undersigned stockholder and/or optionholder (Holder), and Advanced Power Technology, Inc., a Delaware corporation (the Company). Terms used herein and not defined herein shall have the meaning set forth in the Merger Agreement (as defined below).
RECITALS
WHEREAS, the Holder is the registered owner of (1) such number of issued and outstanding shares of Company Common Stock (the Shares) and (2) options to purchase such number of shares of Company Common Stock (the Options), each as is indicated beneath Holders signature on the last page of this Agreement; and
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of November 2, 2005, as may be amended from time to time (including such amendments, herein called the Merger Agreement) by and among Parent, APT Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent, and the Company, it is proposed that Parent shall pay cash and issue shares of Parent Common Stock in exchange for the Shares and assume the Options; and
WHEREAS, as a condition and inducement to Parent consummating the Merger, Parent has required that Holder enter into this Agreement to serve the general purpose of better aligning Holders financial interests with the success of the transaction contemplated in the Merger Agreement.
NOW, THEREFORE, for good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
1. Agreement to Retain Shares.
(a) Transfer and Encumbrance. Except as contemplated by the Merger Agreement, and except as provided in Sections 1(b) and 2 below, during the period beginning on the date hereof and ending on the earlier to occur of (i) ninety (90) days following the Effective Date, and (ii) the Expiration Date (as defined below), Holder agrees not to, directly or indirectly, (A) transfer (except as may be specifically required by court order), sell, exchange, tender, assign, contribute to the capital of any entity, or otherwise dispose of (including by merger, consolidation or otherwise by operation of law) or encumber the Shares or any New Shares (as defined below), including any shares of Parent Common Stock received in exchange for such Shares pursuant to the Merger, enter into any short sale with respect to the Shares or any New Shares, enter into or acquire an offsetting derivative contract with respect to such Shares or any New Shares, enter into or acquire a futures or forward contract to deliver such Shares or any New Shares or enter into any other hedging or other derivative transaction that has the effect of materially changing the economic benefits and risks of ownership of the Shares or any New Shares, or to, directly or indirectly, make any offer or agreement relating thereto, (B) grant any proxies or powers of attorney, deposit any of such Shares or New Shares into a voting trust or enter into a voting agreement with respect to any of such Shares or New Shares, or enter into any agreement or arrangement providing for any of the actions described in this clause, or (C) take any action that could reasonably be expected to have the effect of preventing or disabling Holder from performing Holders obligations under this Agreement, and Holder warrants that it has not agreed to carry out any of the foregoing matters in relation to the Shares or any New Shares; provided, however that,
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