AVANT! CORPORATION AFFILIATES AGREEMENT
THIS AFFILIATES AGREEMENT (the "Affiliates Agreement") is entered into
as of January __, 1998 between Avant! Corporation, a Delaware corporation
("Avant!"), and the undersigned stockholder (the "Stockholder") of Avant!.
RECITALS
A. Avant!, Cardinal Merger Corporation, a California corporation and
a wholly owned subsidiary of Avant! ("Merger Sub") and Technology Modeling
Associates, Inc., a California corporation ("TMAI"), have entered into an
Agreement and Plan of Reorganization dated September 7, 1997 (the
"Reorganization Agreement"), pursuant to which Merger Sub will be merged into
TMAI (the "Merger"), and TMAI will become a wholly owned subsidiary of Avant!.
B. The parties to the Reorganization Agreement intend to adopt a
plan of reorganization within the meaning of Section 368 of the Internal Revenue
Code of 1986, as amended (the "Code") and intend to cause the Merger to qualify
as a "reorganization" under the provisions of Section 368(a)(1)(A) and
Section 368(a)(2)(E) of the Code.
C. The parties to the Reorganization Agreement intend to cause the
Merger to be accounted for as a pooling of interests.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements, provisions and covenants set forth in the Reorganization 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 Avant! within the meaning of Rule 145
under the Securities Act of 1933, as amended (the "Securities Act"), and
Accounting Series Release No. 130, as amended, of the Securities and Exchange
Commission (the "SEC') ("Release No. 130").
(b) The undersigned Stockholder will not sell, exchange,
transfer, pledge, dispose of or otherwise reduce the undersigned Stockholder's
risk relative to the Avant! Shares or any part thereof until such time after the
Effective Time of the Merger as financial results covering at least thirty (30)
days of the combined operations of Avant! and TMAI after the Effective Time of
the Merger have been, within the meaning of said Release No. 130, filed by
Avant! with the SEC or published by Avant! in an Annual Report on Form 10K, a
Quarterly Report on Form 10-Q, a Current Report on Form 8-K, a quarterly
earnings report, a press release or other public issuance that includes combined
sales and income of TMAI and Avant!. Avant! agrees to make such filing or
publication as soon as practicable and to notify the undersigned Stockholder
promptly upon making such filing or publication. The undersigned will not,
during the thirty (30) day period prior to the Effective Time of the Merger as
determined in Avant!'s
reasonable discretion, sell, exchange, transfer, pledge, dispose of or otherwise
reduce the undersigned Stockholder's risk relative to the Avant! Shares or any
part thereof.
(c) The undersigned has no current plan or intent to engage in
any Sale of any Avant! Common Stock (whether or not acquired pursuant to the
exercise of a stock option since August __, 1997) on, or prior to, the Merger.
The undersigned shall immediately notify Avant! in writing via facsimile of any
Sale of Avant! Common Stock by the undersigned on, or prior to, the Merger.
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:
(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
Fax: (000) 000-0000
Tel: (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.
Fax: (000) 000-0000
Tel: (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.
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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.
8. EFFECT OF HEADINGS. The section headings herein are for
convenience only and shall not effect the construction or interpretation of this
Affiliates Agreement.
9. DEFINITIONS. All capitalized terms used herein shall have the
meaning defined in the Reorganization 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 STOCKHOLDER
By:
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Xxxxxx X. Xxx (Signature)
Chairman of the Board,
Chief Executive Officer and President
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(Print Name)
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(Address)
