EXHIBIT 1.2.5
AGREEMENT
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This Agreement is entered into as of April 15, 1998 by and among Artisan
Components, Inc., a Delaware corporation (the "Company"), Synopsys, Inc.
("Synopsys"), Deutsche Bank AG, London Branch ("Deutsche Bank") and Deutsche
Xxxxxx Xxxxxxxx Inc., Xxxxxxxxx & Xxxxx LLC and Xxxx Xxxxxxxx Xxxxxxx, a
division of Xxxx Xxxxxxxx Incorporated, as representatives (the
"Representatives") of the underwriters named in Schedule 1 (the "Underwriters")
of that certain Underwriting Agreement (the "Underwriting Agreement"), dated as
of April __, 1998, between the Company and the Underwriters for whom the
Representatives are acting as representatives. All terms not defined herein
shall have the meanings ascribed to them in the Underwriting Agreement.
RECITALS
WHEREAS, Synopsys has entered into a forward sale, effective upon the First
Closing Date, of 891,448 shares of Common Stock of the Company (the "Synopsys
Shares") with Deutsche Bank pursuant to, and subject to the terms of, that
certain ISDA Master Agreement and the related confirmation dated April 15, 1998
(collectively, the "Forward Sale Contract");
WHEREAS, Deutsche Bank intends to hedge its forward purchase of the
Synopsys Shares by selling short through Deutsche Xxxxxx Xxxxxxxx Inc. an
equivalent number of shares of Common Stock as part of the Offering;
WHEREAS, Synopsys has agreed to lend to Deutsche Bank the Synopsys Shares
prior to the Closing Date pursuant to that certain Master Securities Loan
Agreement and related term sheet dated April 15, 1998 (collectively, the "Loan
Agreement") so that Deutsche Bank can use the borrowed shares to effect the
short sale; and
WHEREAS, Deutsche Bank's short sale, and the accompanying borrowing
arrangement with Synopsys, are being effected pursuant to the Registration
Statement, and Deutsche Xxxxxx Xxxxxxxx Inc. will deliver the Prospectus in
connection with any sales of shares effected on Deutsche Bank's behalf.
NOW, THEREFORE, the parties hereto agree as follows:
1. Synopsys will comply with the provisions of Section 3(b) of the
Underwriting Agreement exactly as if it were a Selling Stockholder that was a
party to the Underwriting Agreement.
2. Synopsys will bear and pay all of its costs and expenses of the types
set forth in Section 4(b) of the Underwriting Agreement (assuming that
references in such Section 4(b) to "this Agreement" shall be interpreted to
mean, in lieu of the Underwriting Agreement, each of this Agreement, the Custody
Agreement, the Forward Sale Contract and the Loan Agreement which are
collectively referred to herein as the "Synopsys Agreements").
3. Synopsys represents and warrants to, and agrees with, each of the
several Underwriters each of the representations, warranties and agreements made
by the Selling Stockholders to in Section 5(b) of the Underwriting Agreement,
other than the representation and
warranty contained in paragraph (vi) thereof, and agrees that each of the
representations and warranties made shall be deemed to be repeated at the
closing held on the First Closing Date (provided that (i) references in such
Section 5(b) to "this Agreement" shall be interpreted to mean, in lieu of the
Underwriting Agreement, each of the Synopsys Agreements and the words
"hereunder" or "herein" shall mean under or as provided in the Synopsys
Agreements, (ii) references to the Underwriters in such Section 5(b) shall be
deemed to include Deutsche Bank, and (iii) references in Section 5(b)(ii) to
a "Power-of-Attorney" and to an "Attorney-in-Fact" shall be ignored).
4. Synopsys will provide indemnification and contribution pursuant to
Sections 6(c)-(f) of the Underwriting Agreement exactly as if it were a Selling
Stockholder that was a party to the Underwriting Agreement and as if the
Synopsys Shares sold by the Underwriters in the Offering were sold by Synopsys
to the Underwriters pursuant to the Underwriting Agreement.
5. Synopsys will provide a legal opinion from Xxxxxxx Phleger and Xxxxxxxx
to the Underwriters, dated the Closing Date, to the effect that:
(i) Synopsys has full power (corporate and other) to enter into each
of the Synopsys Agreements, to lend and deliver the Synopsys
Shares to Deutsche Bank and to perform its obligations under each
of the Synopsys Agreements; the execution and delivery of each of
the Synopsys Agreements has been duly authorized by all necessary
action of Synopsys; each of the Synopsys Agreements has been duly
executed and delivered by Synopsys; assuming due authorization,
execution and delivery by each party to the Synopsys Agreements
(other than Synopsys), each of the Synopsys Agreements is the
legal, valid, binding and enforceable instrument of Synopsys,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law);
(ii) the loan and delivery of the Synopsys Shares to Deutsche Bank,
the forward sale of the Synopsys Shares to Deutsche Bank, the
compliance by Synopsys with the other provisions of the Synopsys
Agreements and the consummation of the other transactions
contemplated herein and therein do not (x) require the consent,
approval, authorization, registration or qualification of or with
any governmental authority, except such as have been obtained and
such as may be required under state securities or Blue Sky laws,
or (y) conflict with or result in a breach or violation of any of
the terms and provisions of, or constitute a default under any
indenture, mortgage, deed of trust, lease or other agreement or
instrument to which, to the best of such counsel's knowledge,
Synopsys or any of its subsidiaries is a party or by which
Synopsys or any of its subsidiaries or any of their respective
properties are bound, or the charter documents or bylaws of
Synopsys or any of its subsidiaries or any statute, rule or
regulation or, to the best of such counsel's knowledge, any
judgment, decree, order of any court or other governmental
authority or any arbitrator applicable to Synopsys or any of its
subsidiaries.
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6. Synopsys will deliver a certificate, dated the First Closing Date, to
the effect that:
(i) the representations and warranties of Synopsys in this Agreement
are true and correct as if made on and as of the First Closing
Date;
(ii) Synopsys has performed all covenants and agreements on its part
to be performed or satisfied at or prior to the First Closing
Date.
7. Effective upon the sale of any of the Synopsys Shares to Deutsche Bank
pursuant to the Forward Sale Contract, Synopsys hereby transfers and assigns to
Deutsche Bank its registration rights with respect to such Synopsys Shares
pursuant to that certain Amended and Restated Registration Rights Agreement of
the Company dated December 17, 1998 (the "Rights Agreement". Deutsche Bank
hereby accepts such assignment subject to the terms of the Rights Agreement.
The Company hereby consents to such assignment pursuant to Section 1.14 of the
Rights Agreement.
8. Synopsys agrees to be bound by the provisions of Sections 10 and 11 of
the Underwriting Agreement exactly as if it were a Selling Stockholder that was
a party to the Underwriting Agreement.
9. The parties hereto shall, with respect to this Agreement, be bound by
the provisions of Sections 12, 13, 14 and 15 of the Underwriting Agreement,
provided that references in such Sections to "this Agreement" shall be
interpreted to mean this Agreement (in
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lieu of the Underwriting Agreement), and provided further, that notices to
Synopsys under this Agreement shall be provided to the address specified in
Schedule A to the Loan Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ARTISAN COMPONENTS, INC.
By___________________________________________
Chief Executive Officer
SYNOPSYS, INC.
By___________________________________________
Duly Authorized Officer
DEUTSCHE XXXXXX XXXXXXXX INC.
XXXXXXXXX & XXXXX L.L.C.
XXXX XXXXXXXX XXXXXXX
(a division of Xxxx Xxxxxxxx Incorporated)
By: DEUTSCHE XXXXXX XXXXXXXX INC.
By___________________________________
Duly Authorized Officer
By___________________________________
Duly Authorized Officer
For itself and on behalf of the Representatives.
DEUTSCHE BANK AG, LONDON BRANCH
By____________________________________
Duly Authorized Officer
By____________________________________
Duly Authorized Officer
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