STOCKHOLDER TENDER AGREEMENT
This STOCKHOLDER TENDER AGREEMENT (this Agreement), dated as of January 12, 2003, is entered into by and among William H. Davidow, Abbas El Gamal, Narendra K. Gupta, Harvey Jones, Thomas Kailath, Richard Mora, Yagyensh C. (Buno) Pati, Sushma Pati, Atul Sharan and Preethi Sharan and Yao-Ting Wang (each a Stockholder Party) and Synopsys, Inc., a corporation organized under the laws of the State of Delaware (the Parent).
WHEREAS, simultaneously with the execution of this Agreement, the Parent, Neon Acquisition Corporation, a corporation organized under the laws of the State of Delaware and a direct wholly-owned subsidiary of Parent (Purchaser), and Numerical Technologies, Inc., a corporation organized under the laws of the State of Delaware (the Company), are entering into an Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended or supplemented, the Merger Agreement), which provides, among other things, for the acquisition of the Company by the Parent by means of a cash tender offer (the Offer) by Purchaser for all outstanding shares of Common Stock, par value $0.0001 per share, of the Company (the Company Common Stock) and for the subsequent merger of Purchaser with and into the Company with the Company continuing as the surviving entity (the Merger);
WHEREAS, as of the date hereof, each Stockholder Party is the Beneficial Owner (as defined below) of, or has the sole right to vote, or cause to be voted, and dispose, or cause to the disposition, of the shares of Company Common Stock set forth opposite such Stockholder Partys name in Schedule A (such Stockholder Partys Owned Shares); and
WHEREAS, as an inducement and a condition to its entering into the Merger Agreement and incurring the obligations set forth therein, the Parent has required that each Stockholder Party enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained herein and in the Merger Agreement, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Certain Definitions. (a) Capitalized terms used but not defined in this Agreement are used in this Agreement with the meanings given to such terms in the Merger Agreement. In addition, for purposes of this Agreement:
Affiliate means, with respect to any specified Person, any Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. For purposes of this Agreement, with respect to any Stockholder Party, Affiliate shall not include the Company or the Persons that directly, or indirectly through one or more intermediaries, are controlled by the Company.
Agreement has the meaning specified in the preamble hereto.
Alternative Transaction has the meaning set forth in Section 3(b) hereof.
Beneficially Owned or Beneficial Ownership with respect to any securities means having beneficial ownership of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act, disregarding the phrase within 60 days in paragraph (d)(1)(i) thereof), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all Affiliates of such Person and all other Persons with whom such Person would constitute a Group within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder.
Beneficial Owner with respect to any securities means a Person who has Beneficial Ownership of such securities.
Company has the meaning specified in the recitals hereto.
Company Business means the following business areas, in which the Company Group is currently engaged: The development, marketing and sales of software products and related services in, and the licensing of patents and other intellectual property relating to, the following technology areas:
1. Reticle enhancement technology (RETs) including, but not limited to, optical proximity correction (OPC) and phase-shift masks (PSM), for subwavelength integrated circuit lithography;
2. lithography simulation-based IC design verification, lithography simulation-based IC mask defect printability analysis;
3. mask data preparation, including formatting and preparation of IC design data for mask inspection and metrology; and
4. cell layout creation and migration.
Company Common Stock has the meaning specified in the recitals hereto.
Company Group means the Company and its subsidiaries.
Company Meeting has the meaning set forth in Section 5 hereof.
Confidential Information has the meaning set forth in Section 11(d) hereof.
Merger has the meaning specified in the recitals hereto.
Merger Agreement has the meaning specified in the recitals hereto.
Purchaser has the meaning specified in the recitals hereto.
Offer has the meaning specified in the recitals hereto.
2
Offer Completion Date means the date of purchase of shares of Company Common Stock by the Purchaser in the Offer.
Option has the meaning set forth in Section 4 hereof.
Owned Shares has the meaning specified in the recitals hereto.
Parent has the meaning specified in the preamble hereto.
Person means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
Proposed Business Combination means the Offer and the related transactions contemplated by the Merger Agreement.
Restricted Period means the period commencing on the Offer Completion Date and ending on March 31, 2005.
Specified Stockholder Parties means Yagyensh C. (Buno) Pati and Yao-Ting Wang, collectively. Specified Stockholder Party means Yagyensh C. (Buno) Pati and Yao-Ting Wang, individually.
Stockholder Party has the meaning specified in the preamble hereto.
Transfer means, with respect to a security, the sale, transfer, pledge, hypothecation, encumbrance, assignment or disposition of such security or the Beneficial Ownership thereof (other than by operation of law), the offer to make such a sale, transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, Transfer shall have a correlative meaning.
2. Tender of Shares; Agreement to Sell.
(a) In order to induce Parent and the Company to enter into the Merger Agreement, each Stockholder Party hereby agrees to validly tender (or cause the record owner of such shares to validly tender), and not to withdraw, pursuant to and in accordance with the terms of the Offer, not later than the 20th business day after commencement of the Offer, such Stockholder Partys Owned Shares. If a Stockholder Party acquires beneficial ownership of Owned Shares after the date hereof and prior to termination of this Agreement, such Stockholder Party shall tender such Owned Shares on such 20th business day or, if later, on the second business day after such acquisition.
Home
Intelligence
Services
Subscriptions
News
About Us
Contact Us
Terms of Use
Resend Documents
Shopping Cart
Copyright © 2008 The Consus Group LLC