EXHIBIT IV
[FORM OF COMPANY AFFILIATE AGREEMENT TO PARENT]
[Date]
Texas Instruments Incorporated
0000 Xxxxxx Xxxx
Xxxxxx, Xxxxx 00000
Dear Sir/Madam:
Reference is made to the provisions of the Agreement and Plan of Merger,
dated as of June 21, 2000 (together with any amendments thereto, the "Merger
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Agreement"), among Xxxx-Xxxxx Corporation, a Delaware corporation (the
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"Company"), Texas Instruments Incorporated, a Delaware corporation ("Parent"),
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and Burma Acquisition Corp., a Delaware corporation and a direct wholly owned
subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged
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with and into the Company, with the Company continuing as the surviving
corporation (the "Merger"). This letter constitutes the undertakings of the
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undersigned contemplated by the Merger Agreement, as is being furnished pursuant
to Section 6.11 thereto.
I understand that I may be deemed to be an "affiliate" of the Company, as
such term is defined for purposes of paragraphs (c) and (d) of Rule 145 ("Rule
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145") promulgated under the Securities Act of 1933, as amended (the "Securities
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Act"). Execution of this letter shall not be construed as an admission of
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"affiliate" status nor as a waiver of any rights that I may have to object to
any claim that I am an "affiliate" on or after the date of this letter.
If in fact I were to be deemed an "affiliate" of the Company under
paragraphs (c) and (d) of Rule 145, my ability to sell, transfer or otherwise
dispose of any shares of the common stock, par value $1.00 per share, of Parent
(the "Parent Shares") received by me in exchange for any shares of Company
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Capital Stock (as defined in the Merger Agreement) pursuant to the Merger may be
restricted.
I hereby represent, warrant and covenant to Parent that:
(a) I will not sell, pledge, transfer, or otherwise dispose of any of the
Parent Shares except (i) pursuant to an effective registration statement under
the Securities Act, or (ii) as permitted by, and in accordance with, Rule 145 or
another applicable exemption under the Securities Act and the rules and
regulations promulgated thereunder;
(b) I will not (i) sell, pledge, transfer, or otherwise dispose of any
Company Shares during the 30-day period prior to the Effective Time (as defined
in the Merger Agreement) or (ii) sell or otherwise reduce my risk (within the
meaning of the Securities and Exchange Commission's Financial Reporting Release
No. 1, "Codification of Financial Reporting Policies," Section 201.01 47 F.R.
21028 (April 15, 1982)) relative to any Parent Shares until after such time as
consolidated financial results (including, combined sales and net income)
covering at least 30 days of post-merger combined operations of Parent and the
Company have been published by Parent, except as permitted by Staff Accounting
Bulletin No. 76 or other
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applicable pronouncements issued by the Securities and Exchange Commission,
including exceptions for (i) gifts and (ii) "de minimis" sales in accordance
with such pronouncements; and
(c) I have not knowingly taken and will not knowingly take or agree to
take any action that would prevent the Merger from qualifying, or being
accounted for, as a "pooling of interests."
I hereby acknowledge that, except as otherwise provided in the Merger
Agreement, Parent is under no obligation to register the sale, transfer, pledge,
or other disposition of the Parent Shares or to take any other action necessary
for the purpose of making an exemption from registration available.
I understand that Parent will issue stop transfer instructions to its
transfer agents with respect to the Parent Shares and that a restrictive legend
will be placed on certificates delivered to me evidencing the Parent Shares in
substantially the following form:
"This certificate and the shares represented hereby have been issued
pursuant to a transaction governed by Rule 145 ("Rule 145") promulgated under
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the Securities Act of 1933, as amended (the "Securities Act"), and may not be
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sold or otherwise disposed of unless registered under the Securities Act
pursuant to a Registration Statement in effect at the time or unless the
proposed sale or disposition can be made in compliance with Rule 145 or without
registration in reliance on another exemption therefrom. Reference is made to
that certain letter agreement, dated __________, 2000, between the holder of
this certificate and the issuer of this security (a copy of which is on file in
the principal office of such issuer) which contains further restrictions on the
transferability of the shares represented hereby."
The term Parent Shares as used in this letter shall mean and include not
only the common stock of Parent as presently constituted, but also any other
stock which may be issued in exchange for, in lieu of, or in addition to, all or
any part of such Parent Shares.
I hereby acknowledge that Parent and its independent public accountants
will be relying upon this letter in connection with the determination that the
Merger will qualify and be accounted for as a "pooling of interests", and that I
understand the requirements of this letter and the limitations imposed upon the
transfer, sale or other disposition of the Company Shares and the Parent Shares.
Very truly yours,
________________________________________
Name:
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