EXHIBIT 2.3 (a)
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT dated as of June 7,
1999 is entered into by and between Lattice Semiconductor Corporation, a
Delaware corporation ("Buyer"), and Advanced Micro Devices, Inc., a Delaware
corporation ("Seller"). Unless otherwise defined herein, capitalized terms used
herein shall have the respective meanings assigned to them in the Stock Purchase
Agreement, dated as of April 21, 1999, by and between Buyer and Seller (the
"Stock Purchase Agreement").
RECITALS
A. Seller and Buyer entered into the Stock Purchase Agreement,
whereby Seller has agreed to sell, and Buyer has agreed to purchase, all of the
issued and outstanding capital stock of Vantis Corporation ("Vantis").
B. Seller and Buyer desire to amend certain terms of the Stock
Purchase Agreement.
AGREEMENT
Now, therefore, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Amendment
Section 1.3 of the Stock Purchase Agreement shall be deleted in its
entirety and replaced with the following:
"1.3 The Closing. The Closing shall take place at the offices
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of Wilson, Sonsini, Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx,
Xxxxxxxxxx 00000-0000 on June 14, 1999, or as soon as practicable after all
conditions specified in Articles VI, VII and VIII have been satisfied or
waived in accordance with this Agreement, but not later than the fifth
business day following the date that all conditions specified in Articles
VI, VII and VIII have been satisfied or waived in accordance with this
Agreement, or at such other place or on such other date as Seller and Buyer
may mutually agree."
2. Miscellaneous
a. Stock Purchase Agreement Otherwise Not Affected. Except as
expressly amended pursuant hereto, the Stock Purchase Agreement shall remain
unchanged and in full force and effect and is hereby ratified and confirmed in
all respects.
b. Amendment and Waivers. This Amendment may be amended only by an
agreement in writing executed on behalf of both Buyer and Seller. No waiver of
any provision nor consent to any exception to the terms of the Amendment shall
be effective unless in writing and signed by the party to be bound and then only
to the specific purpose, extent and instance so provided.
c. Integration. This Amendment constitutes the entire agreement
between the parties pertaining to the subject matter hereof and supersedes all
prior agreements and understandings of the parties in connection therewith.
d. No Assignment. Neither this Amendment nor any rights or
obligations under it are assignable, except that Buyer may assign its rights,
but not its obligations, hereunder to any wholly owned subsidiary of Buyer.
Subject to the foregoing sentence, this Amendment is binding upon and inures to
the benefit of and is enforceable by the parties hereto and their respective
successors and permitted assigns.
e. Counterparts. This Amendment and any amendment hereto or any other
agreement or document delivered pursuant hereto may be executed in one or more
counterparts and by different parties in separate counterparts. All of such
counterparts shall constitute one and the same agreement or other document and
shall become effective unless otherwise provided therein when one or more
counterparts have been signed by each party and delivered to the other party.
f. Severability. If any provision of this Amendment is determined to
be invalid, illegal or unenforceable by any Governmental Entity, the remaining
provisions of this Amendment shall remain in full force and effect provided that
the essential terms and conditions of this Amendment for both parties remain
valid, binding and enforceable. To the extent permitted by Law, the parties
hereby to the same extent waive any provision of Law that renders any provision
hereof prohibited or unenforceable in any respect.
g. Parties in Interest. Except as set forth in Article 10 of the
Stock Purchase Agreement with respect to Indemnified Parties, nothing in this
Amendment, express or implied, is intended to confer upon any other person any
rights or remedies of any nature whatsoever under or by reason of this
Amendment.
h. Governing Law. This Amendment, the legal relations between the
parties and any Action, whether contractual or non-contractual, instituted by
any party with respect to matters arising under or growing out of or in
connection with or in respect of this Amendment shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts made and performed in such State and without regard to conflicts of
law doctrines.
2
In Witness whereof, each of Buyer and Seller has caused this Amendment
to be executed by its duly authorized representation as of the date first above
written.
BUYER:
LATTICE SEMICONDUCTOR CORPORATION,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx
Title: Chief Operating Officer
SELLER:
ADVANCED MICRO DEVICES, INC.
a Delaware corporation
By: /s/ Xxxxxx X. XxXxx
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Name: Xxxxxx X. XxXxx, Esq
Title: Senior Vice President, General Counsel
and Secretary
