AFFILIATES AGREEMENT
THIS AFFILIATES AGREEMENT (the "Affiliates Agreement") is entered
into as of September 11, 1997 between Avant! Corporation, a Delaware
corporation ("Avant!"), and the undersigned stockholder (the "Stockholder")
of Compass Design Automation, Inc., a Delaware corporation ("Compass").
RECITALS
A. Compass, Avant! and GB Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of Avant! ("Merger Sub"), have
entered into an Agreement and Plan of Reorganization dated July 31, 1997 and
as amended on August 27, 1997 (the "Merger Agreement"), pursuant to which
Merger Sub will be merged into Compass (the "Merger"), and Compass will
become a wholly owned subsidiary of Avant!.
B. Upon the consummation of the Merger and in connection
therewith, the undersigned Stockholder will become the owner of shares of
Common Stock of Avant! (the "Avant! Shares").
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, provisions and covenants set forth in the Merger Agreement and in
this Affiliates Agreement, it is hereby agreed as follows:
1. The undersigned Stockholder hereby agrees that:
(a) The undersigned Stockholder may be deemed to be (but does
not hereby admit to be) an "affiliate" of Compass within the meaning of Rule
145 under the Securities Act of 1933, as amended (the "Securities Act").
(b) The undersigned Stockholder agrees not to offer, sell,
exchange, transfer, pledge or otherwise dispose of any of the Avant! Shares
unless at that time:
(i) such transaction is permitted pursuant to the
provisions of Rule 145(d) under the Securities Act; or
(ii) counsel representing the undersigned Stockholder,
satisfactory to Avant!, shall have advised Avant! in a written opinion letter
satisfactory to Avant! and Avant!'s counsel and upon which Avant! and its
counsel may rely, that no registration under the Securities Act is required
in connection with the proposed sale, transfer or other disposition; or
(iii) a registration statement under the Securities Act
covering the Avant! Shares proposed to be sold, transferred or otherwise
disposed of, describing the manner and terms of the proposed sale, transfer
or other disposition, and containing a current
prospectus, is filed with the Securities and Exchange Commission (the "SEC")
and made effective under the Securities Act; or
(iv) an authorized representative of the SEC shall have
rendered written advice to the undersigned Stockholder (sought by the
undersigned Stockholder or counsel to the undersigned Stockholder, with a
copy thereof and of all other related communications delivered to Avant!) to
the effect that the SEC will take no action, or that the staff of the SEC
will not recommend that the SEC take action, with respect to the proposed
offer, sale, exchange, transfer, pledge or other disposition if consummated.
(c) All certificates representing the Avant! Shares
deliverable to the undersigned Stockholder pursuant to the Merger Agreement
and in connection with the Merger and any certificates subsequently issued
with respect thereto or in substitution therefor shall, unless one or more of
the alternative conditions set forth in the subparagraphs of paragraph (b) of
this Section 1 shall have occurred, bear a legend substantially as follows:
"The shares represented by this certificate may not be
offered, sold, exchanged, transferred, pledged or otherwise
disposed of except in accordance with the requirements of
the Securities Act of 1933, as amended, and the other
conditions specified in that certain Affiliates Agreement
dated as of September 11, 1997 between Avant! and VLSI
Technology, Inc., a copy of which Affiliates Agreement may
be inspected by the holder of this certificate at the
offices of Avant!, or Avant! will furnish, without charge, a
copy thereof to the holder of this certificate upon written
request therefor."
Avant!, at its discretion, may cause stop transfer orders to be placed with
its transfer agent with respect to the certificates for the Avant! Shares but
not as to the certificates for any part of the Avant! Shares as to which said
legend is no longer appropriate when one or more of the alternative
conditions set forth in the subparagraphs of paragraph (b) of this Section 1
shall have occurred.
(d) The undersigned Stockholder will observe and comply with
the Securities Act and the General Rules and Regulations thereunder, as now
in effect and as from time to time amended and including those hereafter
enacted or promulgated, in connection with any offer, sale, exchange,
transfer, pledge or other disposition of the Avant! Shares or any part
thereof.
2. WAIVER. No waiver by any party hereto of any condition or of
any breach of any provision of this Affiliates Agreement shall be effective
unless in writing.
3. NOTICES. All notices, requests, demands or other
communications that are required or may be given pursuant to the terms of
this Affiliates Agreement shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed by registered or certified
mail, postage prepaid, as follows:
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(a) If to the Stockholder, at the address set forth below the
Stockholder's signature at the end hereof.
(b) If to Avant!:
Avant! Corporation
00000 Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx X. Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx
Xxxxxxxx & Xxxxxxxxx, LLP
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other address as any party hereto may designate for itself by
notice given as herein provided.
4. COUNTERPARTS. For the convenience of the parties hereto, this
Affiliates Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same document.
5. SUCCESSORS AND ASSIGNS. This Affiliates Agreement shall be
enforceable by, and shall inure to the benefit of and be binding upon, the
parties hereto and their respective successors and assigns. As used herein,
the term "successors and assigns" shall mean, where the context so permits,
heirs, executors, administrators, trustees and successor trustees, and
personal and other representatives.
6. GOVERNING LAW. This Affiliates Agreement shall be governed by
and construed, interpreted and enforced in accordance with the laws of the
State of Delaware, without regard to the conflicts of law provisions thereof.
7. EFFECTIVENESS; SEVERABILITY. This Affiliates Agreement shall
become effective at the Effective Time of the Merger. If a court of competent
jurisdiction determines that any provision of this Affiliates Agreement is
unenforceable or enforceable only if limited in time and/or scope, this
Affiliates Agreement shall continue in full force and effect with such
provision stricken or so limited.
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8. EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not affect the construction or interpretation of
this Affiliates Agreement.
9. DEFINITIONS. All capitalized terms used herein shall have the
meaning defined in the Merger Agreement, unless otherwise defined herein.
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IN WITNESS WHEREOF, the parties have caused this Affiliates
Agreement to be executed as of the date first above written.
AVANT! CORPORATION VLSI TECHNOLOGY, INC.
By: /s/ Xxxxxx X. Xxx By: /s/ Xxxxx X. Xxxxx
------------------------------- -------------------------------
Xxxxxx X. Xxx Xxxxx X. Xxxxx
Chairman of the Board, Chief Vice President, General
Executive Officer and President Counsel and Secretary
Address:
0000 XxXxx Xxxxx, XX-00
Xxx Xxxx, Xxxxxxxxxx 00000
