FORM OF VOTING AGREEMENT
THIS VOTING AGREEMENT is entered into as of October 3, 1996 by and
between CADENCE DESIGN SYSTEMS, INC., a Delaware corporation ("Parent"), and
__________________ ("Stockholder").
RECITALS
A. Parent, HARBOR ACQUISITION SUB, INC., a Delaware corporation and a
wholly owned subsidiary of Parent ("Merger Sub"), and HIGH LEVEL DESIGN SYSTEMS,
INC., a Delaware corporation (the "Company"), are entering into an Agreement and
Plan of Merger and Reorganization of even date herewith (as amended from time to
time, the "Reorganization Agreement"; capitalized terms used but not otherwise
defined in this Voting Agreement have the meanings assigned to such terms in the
Reorganization Agreement), which provides (subject to the conditions set forth
therein) for the merger of Merger Sub into the Company (the "Merger").
B. As of the date hereof, Stockholder owns, of record and
beneficially, the number of shares of Company Common Stock set forth below
Stockholder's name on the signature page hereof (all such shares, together with
any shares of Company Capital Stock that may hereafter be acquired by
Stockholder, being referred to herein as the "Subject Shares").
C. As a condition to the willingness of Parent and Merger Sub to
enter into the Reorganization Agreement, Parent and Merger Sub have required
that Stockholder agree, and in order to induce Parent and Merger Sub to enter
into the Reorganization Agreement Stockholder has agreed, to enter into this
Voting Agreement.
AGREEMENT
The parties to this Voting Agreement, intending to be legally bound,
agree as follows:
SECTION 1. TRANSFER OF SUBJECT SHARES
1.1 NO DISPOSITION OR ENCUMBRANCE OF SUBJECT SHARES.
(a) Except as provided in Section 1.1(b) below, Stockholder
hereby covenants and agrees that, prior to the earlier to occur of the valid
termination of the Reorganization Agreement or the Effective Time, Stockholder
will not, directly or indirectly, (i) offer, sell, offer to sell, contract to
sell, pledge, grant any option to purchase or otherwise dispose or transfer (or
announce any offer, sale, offer of sale, contract of sale or grant of any option
to purchase or other disposition or transfer) any Subject Shares to any Person
other than Parent or Parent's designee, (ii) create or permit to exist any
Encumbrance on any of the Subject Shares or (iii) reduce his beneficial
ownership of, interest in, or risk relating to the Subject Shares.
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(b) Notwithstanding Section 1.1(a), the _________ of the
Subject Shares that Stockholder has pledged to ________________ pursuant to the
______________________ (the "____________ Agreement") may remain subject to the
terms of the ________ Agreement as in effect on the date hereof.
1.2 TRANSFER OF VOTING RIGHTS. Stockholder covenants and agrees that,
prior to the earlier to occur of the valid termination of the Reorganization
Agreement or the Effective Time, Stockholder will not deposit any Subject Shares
into a voting trust or grant a proxy or enter into a voting agreement with
respect to any Subject Shares.
SECTION 2. VOTING OF SUBJECT SHARES
2.1 PRE-TERMINATION VOTING AGREEMENT. Stockholder hereby agrees that,
prior to the earlier to occur of the valid termination of the Reorganization
Agreement or the Effective Time, at any meeting of the stockholders of the
Company, however called, and in any written action by consent of stockholders of
the Company, Stockholder shall vote the Subject Shares:
(i) in favor of the Merger, the execution and delivery
by the Company of the Reorganization Agreement and the approval of the
terms thereof and each of the other actions contemplated by the
Reorganization Agreement and any action required in furtherance hereof
and thereof;
(ii) against any action or agreement that would result in
a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Reorganization
Agreement; and
(iii) except as otherwise agreed to in writing in advance
by Parent, against the following actions (other than the Merger and the
transactions contemplated by the Reorganization Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or any subsidiary of the
Company; (B) a sale, lease or transfer of a material amount of assets of
the Company or any subsidiary of the Company or a reorganization,
recapitalization, dissolution or liquidation of the Company or any
subsidiary of the Company; (C) (1) any change in a majority of the board
of directors of the Company; (2) any amendment of the Company's
Certificate of Incorporation; (3) any other material change in the
present capitalization of the Company or any amendment of the Company's
corporate structure; or (4) any other action which is intended, or could
reasonably be expected to impede, interfere with, delay, postpone,
discourage or adversely affect the contemplated economic benefits to
Parent of the Merger or any of the other transactions contemplated by the
Reorganization Agreement or this Voting Agreement.
Stockholder shall not enter to any agreement or understanding with any Person
prior to the earlier to occur of the valid termination of the Reorganization
Agreement or the Effective Time to vote or give instructions in any manner
inconsistent with clause "(i)", "(ii)" or "(iii)" of the preceding sentence.
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2.2 POST-TERMINATION VOTING AGREEMENT. If an Acquisition Proposal is
made and publicly announced at any time prior to the Company Stockholders'
Meeting and such Acquisition Proposal is not publicly withdrawn prior to such
Company Stockholders' Meeting, and if the Reorganization Agreement and the
Merger are not approved at such meeting by the Required Vote, then prior to the
date that is 180 days after the valid termination of the Reorganization
Agreement, at any meeting of the stockholders of the Company, however called,
and in any written action by consent of stockholders of the Company, unless
otherwise directed in writing by Parent, Stockholder shall vote the Subject
Shares:
(i) against any Acquisition Proposal (including any
Acquisition Proposal that is different from any Acquisition Proposal that
is made and publicly announced at any time prior to the Company
Stockholders' Meeting) and any related transaction or agreement; and
(ii) against any action which is intended, or is likely,
to facilitate the consummation of any transaction contemplated by any
Acquisition Proposal (including any Acquisition Proposal that is
different from any Acquisition Proposal that is made and publicly
announced at any time prior to the Company Stockholders' Meeting).
Stockholder shall not enter into any agreement or understanding with any Person
prior to the earlier to occur of the valid termination of the Reorganization
Agreement or the Effective Time to vote or give instructions in any manner
inconsistent with clause "(i)" or "(ii)" of the preceding sentence. For
purposes of this Section 2.2, an Acquisition Proposal shall be deemed to have
been "publicly withdrawn" only if (i) acting in good faith, the Person who made
such Acquisition Proposal publicly announces the withdrawal of such Acquisition
Proposal and (ii) it is not reasonably expected that such Acquisition Proposal
will be resubmitted or that such Person will make, submit or announce any other
Acquisition Proposal.
2.3 PROXY; FURTHER ASSURANCES.
(a) Contemporaneously with the execution of this Voting
Agreement, Stockholder shall deliver to Parent a proxy in the form attached
hereto as Exhibit A, which shall be irrevocable to the fullest extent permitted
by law, with respect to the Subject Shares (the "Proxy").
(b) Stockholder shall perform such further acts and execute
such further documents and instruments as may reasonably be required to vest in
Merger Sub and Parent the power to carry out and give effect to the provisions
of this Voting Agreement.
SECTION 3. WAIVER OF APPRAISAL RIGHTS.
Stockholder hereby waives any rights of appraisal and any rights to
dissent from the Merger that Stockholder may have.
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SECTION 4. NO SOLICITATION
Stockholder covenants and agrees that during the period commencing on the
date of this Voting Agreement and ending on the earlier to occur of the valid
termination of the Reorganization Agreement or the Effective Time, Stockholder
shall not, directly or indirectly, and shall not authorize or permit any
Representative of Stockholder, directly or indirectly, to:(i) solicit, initiate,
encourage or induce the making, submission or announcement of any Acquisition
Proposal or take any action that could reasonably be expected to lead to an
Acquisition Proposal;(ii) furnish any information regarding the Company or the
Subsidiary to any Person in connection with or in response to an Acquisition
Proposal or potential Acquisition Proposal;(iii) negotiate or engage in
discussions with any Person with respect to any Acquisition Proposal;(iv)
approve, endorse or recommend any Acquisition Proposal; or (v) enter into any
letter of intent or Contract contemplating or otherwise relating to any
Acquisition Proposal. Without limiting the generality of the foregoing,
Stockholder acknowledges and agrees that any violation of any of the
restrictions set forth in the preceding sentence by any Representative of
Stockholder, where such Representative is authorized to act on behalf of
Stockholder, shall be deemed to constitute a breach of this Section 4 by
Stockholder. If Stockholder is also a director of the Company, the foregoing
provision shall not prevent Stockholder from acting in accordance with
Stockholder's fiduciary duties as a director of the Company, provided
Stockholder complies with the provisions of Section 4.3 of the Reorganization
Agreement. Stockholder shall immediately cease any existing discussions or
negotiations with any Person that relate to any Acquisition Proposal.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder hereby represents and warrants to Parent as follows:
5.1 DUE ORGANIZATION, AUTHORIZATION, ETC. Stockholder (if it is a
corporation, partnership or other legal entity) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization. Stockholder has all requisite power (corporate
or otherwise) to execute and deliver this Voting Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Voting
Agreement, the execution and delivery of the Proxy and the consummation of the
other transactions contemplated hereby have been duly authorized by all
necessary action (corporate or otherwise) on the part of Stockholder. This
Voting Agreement has been duly executed and delivered by or on behalf of
Stockholder and, assuming its due authorization, execution and delivery by
Parent, constitutes a legal, valid and binding obligation of Stockholder,
enforceable against Stockholder in accordance with its terms except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws relating to or affecting creditors' rights from time
to time in effect and subject to general equity principles and to limitations on
the availability of equitable relief.
5.2 NO CONFLICTS, REQUIRED FILINGS AND CONSENTS.
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(a) The execution and delivery of this Voting Agreement by
Stockholder do not, and the performance of this Voting Agreement by Stockholder
will not: (i) conflict with or violate the Certificate of Incorporation by
Bylaws or other similar organizational documents of Stockholder (if Stockholder
is a corporation, partnership or other legal entity); (ii) conflict with or
violate any Legal Requirement, order, decree or judgment applicable to
Stockholder or by which it or any of its properties is bound or affected; or
(iii) result in any breach of or constitute a default (with notice or lapse of
time, or both) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on the Subject Shares, pursuant to, any indenture or other loan
document provisions or other Contract, license, franchise, permit or other
instrument or obligation to which such Stockholder is a party or by which
Stockholder or any of its properties is bound or affected.
(b) The execution and delivery of this Voting Agreement by
Stockholder do not, and the performance of this Voting Agreement by Stockholder
will not, require any Consent of any Person.
5.3 TITLE TO SUBJECT SHARES. Except as set forth on Schedule 5.3
hereto, Stockholder owns of record and beneficially the Subject Shares set forth
under Stockholder's name on the signature page hereof and does not directly or
indirectly own, either beneficially or of record, any shares of Company Capital
Stock, or rights to acquire any shares of Company Capital Stock, other than the
Subject Shares set forth below Stockholder's name on the signature page hereof
and Company Capital Stock issuable upon exercise of options granted under the
Company's 1993 Stock Option Plan and 1995 Special Nonstatutory Stock Option
Plan.
5.4 ACCURACY OF REPRESENTATIONS. The representations and warranties
contained in this Voting Agreement are accurate in all respects as of the date
of this Voting Agreement, will be accurate in all respects at all times through
the consummation of the Merger and will be accurate in all respects as of the
date of the consummation of the Merger as if made on that date.
SECTION 6. COVENANTS OF STOCKHOLDER
6.1 FURTHER ASSURANCES. From time to time and without additional
consideration, Stockholder will execute and deliver, or cause to be executed and
delivered, such additional or further transfers, assignments, endorsements,
consents and other instruments as Parent may reasonably request for the purpose
of effectively carrying out the transactions contemplated by this Voting
Agreement.
6.2 LEGENDS.
(a) Stockholder shall instruct the Company to cause each
certificate of Stockholder evidencing the Subject Shares to bear a legend in the
following form:
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THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT
BE SOLD, EXCHANGED OR OTHERWISE TRANSFERRED OR
DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF THE VOTING AGREEMENT DATED AS OF
OCTOBER 3, 1996, AS IT MAY BE AMENDED, BETWEEN THE
ISSUER AND THE REGISTERED HOLDER OF THIS
CERTIFICATE, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.
(b) In the event that the Subject Shares shall cease to be
subject to the restrictions on transfer set forth in this Voting Agreement, the
Company shall, upon the written request of the holder thereof, issue to such
holder a new certificate evidencing such Subject Shares without the legend
required by Section 6.2(a).
SECTION 7. MISCELLANEOUS
7.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All
representations, warranties and agreements made by Stockholder in this Voting
Agreement shall survive the consummation of the Merger and shall survive any
termination of the Reorganization Agreement.
7.2 INDEMNIFICATION.
(a) Without in any way limiting any of the rights or remedies
otherwise available to Parent, Stockholder shall hold harmless and indemnify
Parent from and against, and shall compensate and reimburse Parent for, any
Damages which are directly or indirectly suffered or incurred at any time by
Parent, or to which Parent otherwise becomes subject (regardless of whether or
not such Damages relate to a third-party claim), and that arise from or are
directly or indirectly connected with any breach of any representation,
warranty, covenant or obligation of Stockholder contained herein.
(b) Without in any way limiting any of the rights or remedies
otherwise available to Stockholder, Parent shall hold harmless and indemnify
Stockholder from and against, and shall compensate and reimburse Stockholder
for, any Damages which are directly or indirectly suffered or incurred at any
time by Stockholder, or to which Stockholder otherwise becomes subject
(regardless of whether or not such Damages relate to a third-party claim), and
that arise from or are directly or indirectly connected with any breach of any
representation, warranty, covenant or obligation of Parent contained herein.
7.3 EXPENSES. Except as otherwise provided herein, all costs and
expenses incurred in connection with the transactions contemplated by this
Voting Agreement shall be paid by the party incurring such costs and expenses.
7.4 NOTICES. All notices or other communications under this Voting
Agreement shall be in writing and shall be given by delivery in person, by
facsimile, cable, telegram, telex or
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other standard form of telecommunications, or by registered or certified mail,
postage prepaid, return receipt requested, addressed as follows (or such other
address for a party as shall be specified in a notice given in accordance with
this Section 7.4) and shall be deemed to have been given one business day after
transmission by facsimile, cable, telegram, telex of other standard form of
telecommunications or four days after deposit in the U.S. mail:
If to Stockholder, at the address or facsimile number of Stockholder set
forth on the signature page hereto, with a copy to:
c/o High Level Design Systems, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Attention: Chief Executive Officer
Facsimile No.:(000) 000-0000
and
Wilson, Sonsini, Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Facsimile: (000) 000-0000
If to Parent or Merger Sub:
Cadence Design Systems, Inc.
000 Xxxxx Xxxx Xxxxxxx
Xxx Xxxx, XX 00000
Attention: General Counsel
Facsimile No.: (000) 000-0000
With a copy to:
Cooley Godward LLP
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
7.5 SEVERABILITY. Any term or provision of this Voting Agreement
which is invalid or unenforceable in any jurisdiction shall, as to that
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Voting Agreement or affecting the validity or
enforceability of any
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of the terms or provisions of this Voting Agreement in any other jurisdiction.
If any provision of this Voting Agreement is so broad as to be unenforceable,
the provision shall be interpreted to be only so broad as is enforceable.
7.6 ENTIRE AGREEMENT. This Voting Agreement and any documents
delivered by the parties in connection herewith constitute the entire agreement
among the parties with respect to the subject matter hereof and supersede all
prior agreements and understandings among the parties with respect thereto. No
addition to or modification of any provision of this Voting Agreement shall be
binding upon any party hereto unless made in writing and signed by all parties
hereto.
7.7 ASSIGNMENT, BINDING EFFECT. Except as provided herein, neither
this Voting Agreement nor any of the rights, interests or obligations hereunder
shall be assigned by any of the parties hereto (whether by operation of law or
otherwise) without the prior written consent of the other parties, except that
Parent or Merger Sub may assign all or any of their rights and obligations
hereunder to any affiliate of Parent, provided that no such assignment shall
relieve Parent or Merger Sub of its obligations hereunder if such assignee does
not perform such obligations. Subject to the preceding sentence, this Voting
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. Notwithstanding anything
contained in this Voting Agreement to the contrary, nothing in this Voting
Agreement, expressed or implied, is intended to confer on any Person other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Voting
Agreement.
7.8 SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event that any of the provisions of this Voting
Agreement was not performed in accordance with its specific terms or was
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Voting Agreement and
to enforce specifically the terms and provisions hereof in any Delaware Court,
this being in addition to any other remedy to which they are entitled at law or
in equity.
7.9 GOVERNING LAW. This Voting Agreement shall be governed in all
respects by the laws of the State of Delaware, as applied to contracts entered
into and to be performed entirely within the State of Delaware.
7.10 HEADINGS. Headings of the Sections of this Voting Agreement are
for the convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.
7.11 COUNTERPARTS. This Voting Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument. Each counterpart may consist of a
number of copies hereof each signed by less than all, but together signed by all
of the parties hereto.
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IN WITNESS WHEREOF, Parent and Stockholder have caused this Voting
Agreement to be executed as of the date first written above.
CADENCE DESIGN SYSTEMS, INC.
By:
--------------------------------
Name: X.X. Xxxxx XxXxxxxxx
Title: Vice President and
General Counsel
-----------------------------------
Name:
-----------------------------
Address:
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Number of Shares of Company
Common Stock:
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EXHIBIT A
FORM OF IRREVOCABLE PROXY
IRREVOCABLE PROXY
The undersigned stockholder of High Level Design Systems, Inc., a
Delaware corporation (the "Company"), hereby irrevocably (to the fullest extent
permitted by law) appoints and constitutes Xxxxxx X. Xxxxxxxx, H. Xxxxxxx
Xxxxxxx and X.X. Xxxxx XxXxxxxxx and Cadence Design Systems, Inc., a Delaware
corporation ("Parent"), and each of them, the attorneys and proxies of the
undersigned with full power of substitution and resubstitution, to the full
extent of the undersigned's rights with respect to the shares of capital stock
of the Company beneficially owned by the undersigned, which shares are listed on
the final page of this Proxy (the "Shares"), and any and all other shares or
securities issued or issuable with respect thereof on or after the date hereof,
until the earlier to occur of (i) the valid termination of the Agreement and
Plan of Merger and Reorganization, dated as of the date hereof (the
"Reorganization Agreement"; capitalized terms used but not otherwise defined in
this Proxy have the meanings assigned to such terms in the Reorganization
Agreement), among Parent, Harbor Acquisition Sub, Inc., a Delaware corporation
and wholly owned subsidiary of Parent, and the Company, or (ii) the Effective
Time. Upon the execution hereof, all prior proxies given by the undersigned
with respect to the Shares and any and all other shares or securities issued or
issuable in respect thereof on or after the date hereof are hereby revoked and
no subsequent proxies will be given.
This proxy is irrevocable, is coupled with an interest and is granted in
connection with the Voting Agreement, dated as of the date hereof (the "Voting
Agreement"), between Parent and the undersigned, and is granted in consideration
of Parent entering into the Reorganization Agreement and Parent's interest in
the Option Agreement of even date herewith by and between Parent and
____________.
The attorneys and proxies named above will be empowered, and may exercise
this proxy, to vote the Shares subject hereto at any time until the earlier to
occur of the valid termination of the Reorganization Agreement or the Effective
Time, at any meeting of the stockholders of the Company, however called, or in
any written action by consent of stockholders of the Company:
(i) in favor of the Merger, the execution and delivery by the
Company of the Reorganization Agreement and the approval of the terms
thereof and each of the other actions contemplated by the Reorganization
Agreement and any action required in furtherance of the Reorganization
Agreement and the Voting Agreement;
(ii) against any action or agreement that would result in a breach
of any covenant, representation or warranty and or any other obligation
or agreement of the Company under the Reorganization Agreement; and
A-1
(iii) against the following actions (other than the Merger and the
transactions contemplated by the Reorganization Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or
other business combination involving the Company or any subsidiary of the
Company; (B) a sale, lease or transfer of a material amount of assets of
the Company or any subsidiary of the Company or a reorganization,
recapitalization, dissolution or liquidation of the Company or any
subsidiary of the Company; (C) (1) any change in the majority of the
board of directors of the Company; (2) any amendment of the Company's
Certificate of Incorporation; (3) any other material change in the
present capitalization of the Company or any amendment of the Company's
corporate structure; or (4) any other action; which is intended, or could
reasonably be expected to impede, interfere with, delay, postpone,
discourage or adversely affect the contemplated economic benefits to
Parent of the Merger or the transactions contemplated by the
Reorganization Agreement or the Voting Agreement.
If an Acquisition Proposal is made and publicly announced at any time
prior to the Company Stockholders' Meeting and such Acquisition Proposal is not
publicly withdrawn prior to such Company Stockholders' Meeting, and if the
Reorganization Agreement and the Merger are not approved at such meeting by the
Required Vote, then prior to the date that is 180 days after the valid
termination of the Reorganization Agreement, at any meeting of the stockholders
of the Company, however called, and in any written action by consent of
stockholders of the Company, the attorneys and proxies named above will be
empowered, and may exercise this proxy, to vote the Shares subject hereto:
(i) with respect to any Acquisition Proposal (including any
Acquisition Proposal that is different from any Acquisition Proposals
that is made and publicly announced at any time prior to the Company
Stockholders' Meeting) and any related transaction or agreement; and
(ii) with respect to any action which is intended, or is
likely, to facilitate the consummation of any transaction contemplated by
any Acquisition Proposal (including any Acquisition Proposal that is
different from any Acquisition Proposals that is made, and publicly
announced at any time prior to the Company Stockholders' Meeting).
For purposes of this Proxy, an Acquisition Proposal shall be deemed to have been
"publicly withdrawn" only if (i) acting in good faith, the Person who made such
Acquisition Proposal publicly announces the withdrawal of such Acquisition
Proposal and (ii) it is not reasonably expected that such Acquisition Proposal
will be resubmitted or that such Person will make, submit or announce any other
Acquisition Proposal.
The undersigned stockholder may vote the Shares on all other matters.
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Any obligation of the undersigned hereunder shall be binding upon the
successors and assigns of the undersigned.
This proxy is irrevocable.
Dated: October 3, 1996
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Name:
-----------------------------
Number of Shares of Company
Common Stock:
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