EX-10.4 6 d336468dex104.htm ESCROW AGREEMENT Execution Version ESCROW AGREEMENT
Exhibit 10.4
Execution Version
ESCROW AGREEMENT (the “Escrow Agreement”), dated as of February 6, 2012, among Mindspeed Technologies, Inc., a Delaware corporation (“Parent”), Platinum Acquisition (UK) Limited, a private company limited by shares registered in England and Wales and a wholly-owned subsidiary of Parent (“UK Acquiror”), Shareholder Representative Services LLC, a Colorado limited liability company (“Representative”), solely in its capacity as representative(s) of the former shareholders of picoChip Inc., a Delaware corporation (“Company”), and Computershare Trust Company, N.A. (the “Escrow Agent”). Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
WHEREAS, pursuant to the Merger Agreement, UK Acquiror will transfer immediately available funds (A) promptly following the Effective Date in the cash amount equal to $10,000,000 (the “Initial Primary Escrow Funds”) and (B) if and when the UK Tax Credit Amount has been received by the UK Subsidiary, the UK Tax Credit Amount (the “UK Tax Credit Escrow Funds” and together with the Initial Primary Escrow Funds, the “Primary Funds”), in each case, to the Escrow Agent, and the Escrow Agent shall deposit the Primary Funds in an escrow account (the “Primary Escrow Account”) and (C) promptly following the Effective Date in the cash amount equal to the Secondary Escrow Amount (as defined in the Merger Agreement and the amount of which will be advised to the Escrow Agent in writing (with a copy to the Representative) prior to the Effective Time by Parent and the Company) (the “Secondary Funds” and together with the Primary Funds, the “Funds”) to the Escrow Agent, and the Escrow Agent shall deposit the Secondary Funds in a separate escrow account (the “Secondary Escrow Account” and together with the Primary Escrow Account”, the “Escrow Accounts”), in each case, to be established in accordance with this Escrow Agreement;
WHEREAS, the former stockholders of Company entitled to receive Merger Consideration in accordance with the Merger Agreement (the “Stockholders”) have each executed a Letter of Transmittal in accordance with their surrender of shares in Company in exchange for Merger Consideration, have agreed in the Letter of Transmittal to be bound by the terms of this Escrow Agreement and have granted authority to the Representative to act on their behalf for all purposes relevant to this Escrow Agreement; and
WHEREAS, Parent, UK Acquiror and Representative desire to appoint Computershare Trust Company, N.A. to act as Escrow Agent for the Funds and any other funds deposited or held in the Escrow Accounts from time to time in accordance with this Escrow Agreement, including without limitation interest, income or earnings thereon (collectively the “Escrowed Property”).
Section 1. Appointment of the Escrow Agent.
The Escrow Agent is hereby appointed, and hereby agrees, to act as the Escrow Agent hereunder upon the express terms set forth herein (and no implied terms), and to accept the Primary Funds and the Secondary Funds, deposit each of the Primary Funds and the Secondary Funds into the Primary Escrow Account and the Secondary Escrow Account, respectively, as directed, and otherwise perform the duties of the Escrow Agent expressly set forth in this Escrow Agreement. The Escrow Agent shall hold and safeguard the Funds and any other Escrowed Property deposited or held from time to time in the Escrow Accounts during the term of this Escrow Agreement.
Section 2. Section 2. Receipt of Property.
(a) Promptly after the Effective Time, UK Acquiror will deliver the Initial Primary Escrow Funds and the Secondary Funds to the Escrow Agent and the Escrow Agent shall deposit such Funds in the Primary Escrow Account and the Secondary Escrow Account, respectively, as directed. Furthermore, promptly after the time, if ever, that UK Subsidiary receives the UK Tax Credit, UK Acquiror will deliver the UK Tax Credit Escrow Funds to the Escrow Agent and the Escrow Agent shall deposit such Funds in the Primary Escrow Account. Following the Escrow Agent’s receipt of each such Funds, the Escrow Agent will acknowledge receipt thereof by written notice to Parent and Representative (which written notice may be in the form of an e-mail to Parent’s legal counsel and to Representative).
(b) The Escrow Agent is hereby authorized and directed to deposit and hold the Funds and any other funds or cash in the Escrow Accounts in separate overnight deposit accounts at The Bank of New York Mellon (“BNY Mellon Overnight Deposit Account”) and will pay interest on the average daily balance of each Escrow Account at the then-current rate payable on a BNY Mellon Overnight Deposit Account. All income and earnings from the investment of the Escrowed Property held in each Escrow Account shall be credited to, and become a part of, the respective Escrow Account’s Escrowed Property, and any losses on any such investments shall be debited from such Escrow Account. The Escrow Agent shall have no duty, responsibility or obligation to invest any funds or cash held in the Escrow Accounts other than in accordance with this Section 2(b). The Escrow Agent shall have no liability or any responsibility for any investment losses, including without limitation any market loss on any investment liquidated (whether at or prior to maturity) in order to make a payment required under this Escrow Agreement, other than in the case of the Escrow Agent’s gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction). The Escrow Agent may, in making or disposing of any investment permitted by this Escrow Agreement, deal with itself, in its individual capacity, or any of its affiliates, whether or not it or such affiliate is acting as a subagent of the Escrow Agent or for any third person or dealing as principal for its own account.
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in accordance with, a written direction executed by the respective Appropriate Officers of Parent and Representative instructing the Escrow Agent how to disburse the Escrowed Property from either the Primary Escrow Account or the Secondary Escrow Account, or any part of either (including without limitation income or earnings thereon), and specifically setting forth the exact amount of cash to be disbursed and the identity of the person or entity to which a disbursement is to be made, in form and substance reasonably satisfactory to the Escrow Agent (a “Joint Written Direction”), or (b) in accordance with Section 4(c)(i) or (ii) hereof, or (c) as directed by a court of competent jurisdiction by a judgment, order or award (an “Escrow Indemnity Order”). A Joint Written Direction shall contain wiring instructions or an address to which a check shall be sent. For purposes of this Escrow Agreement, the term “Appropriate Officers” means those officers of Parent and Representative, respectively, set forth on the respective incumbency certificate(s) of each such party in the form attached hereto as Exhibit A delivered to the Escrow Agent simultaneously with the execution and delivery of this Escrow Agreement, as the same may be amended in a written notice from an officer of the Representative or Parent, as the case may be, to the Escrow Agent from time to time. Pursuant to Section 8.6(d) of the Merger Agreement, the Representative shall be entitled to deliver to the Escrow Agent any remaining portion of the Stockholder Representative Escrow Amount, and concurrently with such delivery, the Representative and Parent shall deliver to the Escrow Agent a Joint Written Direction directing the Escrow Agent to release such remaining portion of the Stockholder Representative Escrow Amount to the Consideration Recipients and the UK Acquiror or its designee, and as soon as reasonably practicable (but in any event within three (3) Business Days) after the receipt by the Escrow Agent of such Joint Written Direction, the Escrow Agent shall release such remaining portion of the Stockholder Representative Escrow Amount in accordance with such Joint Written Direction.
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Amount to which the Representative objects (a “Disputed Amount”) together with a reasonable level of detail of the basis of such objection, and any portion of the applicable Claimed Amount not so objected to (an “Undisputed Amount”). If the Representative does not deliver an Objection Notice within such thirty (30) calendar day period, then all of the applicable Claimed Amount shall be deemed an “Undisputed Amount.”
(d) Release of Escrowed Property in the Primary Escrow Account. Upon the expiration of the Escrow Period (and in any event within three (3) Business Days after such expiration), the Representative and Parent shall deliver to the Escrow Agent a Joint Written Direction stating that the Escrow Period has ended and directing the Escrow Agent to release the remainder of the Escrowed Property in the Primary Escrow Account, and as soon as reasonably practicable (but in any event within three (3) Business Days) after the receipt by the Escrow Agent of such Joint Written Direction, the Escrow Agent shall release such Escrowed Property in
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accordance with such Joint Written Direction. The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release to the Consideration Recipients and the UK Acquiror the remainder of the Escrowed Property in the Primary Escrow Account, minus the sum of (i) in the event that the UK Tax Credit Audit Period has not expired, the UK Tax Credit Amount (or if the amount that remains in the Primary Escrow Account after distributions of Claimed Amounts in accordance with the terms of Article VIII of the Merger Agreement and this Escrow Agreement is less than the UK Tax Credit Amount, such lesser amount) and (ii) the total maximum amount of all unresolved, unsatisfied or disputed Claimed Amounts that were specified in a Claim Notice delivered to the Escrow Agent and the Representative before the expiration of the Escrow Period. Upon the final resolution of any Claimed Amount (and in any event within three (3) Business Days after such final resolution), the Representative and Parent shall deliver to the Escrow Agent a Joint Written Direction, and as soon as reasonably practicable (but in any event within three (3) Business Days) of the Escrow Agent’s receipt of such Joint Written Direction, the Escrow Agent shall release the Escrowed Property in the Primary Escrow Account in accordance with such Joint Written Direction. The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release to the Consideration Recipients and the UK Acquiror or its designee an amount of the remaining Escrowed Property in the Primary Escrow Account, if any, not required to satisfy the total maximum amount of any unresolved, unsatisfied or disputed Claimed Amounts; provided, however, that the Representative and Parent shall ensure that until the expiration of the UK Tax Credit Audit Period, in no event shall the remaining Escrowed Property in the Primary Escrow Account following any distribution of Escrowed Property in the Primary Escrow Account pursuant to this sentence be less than the sum of (i) the UK Tax Credit Amount (or if the amount that remains in the Primary Escrow Account after distributions of Claimed Amounts in accordance with the terms of Article VIII of the Merger Agreement and this Escrow Agreement is less than the UK Tax Credit Amount, such lesser amount) and (ii) the total maximum amount of unresolved, unsatisfied or disputed Claimed Amounts. Upon the expiration of the UK Tax Credit Audit Period (and in any event within three (3) Business Days after such expiration), the Representative and Parent shall deliver to the Escrow Agent a Joint Written Direction, and as soon as reasonably practicable (but in any event within three (3) Business Days) of the Escrow Agent’s receipt of such Joint Written Direction, the Escrow Agent shall release the Escrowed Property in the Primary Escrow Account in accordance with such Joint Written Direction. The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release from the Primary Escrow Account to the Consideration Recipients and the UK Acquiror or its designee an amount of Escrowed Property equal to the UK Tax Credit Amount, less the sum of (i) any amount of the UK Tax Credit Amount for which HM Revenue & Customs finally determines that UK Subsidiary is not so legally entitled to receive or retain, (ii) the UK Tax Credit Losses (if any) and (iii) the total maximum amount of any unresolved, unsatisfied or disputed Claimed Amounts (including any pending claims by any Governmental Entity with respect to the UK Tax Credit).
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reasonably practicable (but in any event within three (3) Business Days) after the receipt by the Escrow Agent of such Joint Written Direction, the Escrow Agent shall release such Escrowed Property in accordance with such Joint Written Direction. The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release to the Consideration Recipients and the UK Acquiror the remainder of the Escrowed Property in the Secondary Escrow Account, less the total maximum amount of all unresolved, unsatisfied or disputed Claimed Amounts against the Escrow Property in the Secondary Escrow Account that were specified in a Claim Notice delivered to the Escrow Agent and the Representative before the expiration of the Escrow Period. Upon the final resolution of any Claimed Amount (and in any event within three (3) Business Days after such final resolution), the Representative and Parent shall deliver to the Escrow Agent a Joint Written Direction, and as soon as reasonably practicable (but in any event within three (3) Business Days) of the Escrow Agent’s receipt of such Joint Written Direction, the Escrow Agent shall release the Escrowed Property in the Secondary Escrow Account in accordance with such Joint Written Direction. The Representative and Parent shall, in such Joint Written Direction, direct the Escrow Agent to release to the Consideration Recipients and the UK Acquiror or its designee an amount of the remaining Escrowed Property in the Secondary Escrow Account, if any, not required to satisfy the total maximum amount of any unresolved, unsatisfied or disputed Claimed Amounts.
(f) The Escrow Agent shall make distributions under this Escrow Agreement to the Consideration Recipients and the UK Acquiror (i) pursuant to a Joint Written Direction, which shall identify the amount of Escrowed Property and the source of the Escrow Funds from the applicable Escrow Account to be released to each Consideration Recipient and the Company, such amounts to be calculated by the Representative and Parent pursuant to Section 2.6(f) of the Merger Agreement (with reference to the definition of Net Released Escrow Amount), and (ii) in the same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as previous distributions were made to each such Consideration Recipient and the Company at Closing by the Exchange Agent, except as otherwise indicated in any written notice delivered to the Escrow Agent by the Representative that reflects any assignments or other changes to such information. The Escrow Agent may rely upon the written payment instructions and all tax forms used and collected by the Exchange Agent in connection with Closing payments (including any copies obtained from the Exchange Agent, Company or Parent).
(g) The parties hereto (other than the Escrow Agent) acknowledge and agree that the release of Escrowed Property to the Company under Section 4(d) or Section 4(e) (other than any Undisputed Amounts or Disputed Amounts that are finally determined to be released to the UK Acquiror or its designee) shall be used by the UK Acquiror or its designee solely to satisfy its or its affiliate’s obligations in connection with the Management Transaction Bonus Plan and the Barclays Letter.
(h) The Escrow Agent shall not be responsible for or have any duty to make any calculations under this Escrow Agreement, or to determine when any calculation required under the provisions of this Escrow Agreement should be made, how it should be made or what it should be, or to confirm or verify any such calculation. Notwithstanding anything herein to the contrary, the Escrow Agent shall have no duty or obligation to confirm or verify the accuracy or sufficiency of any amounts set forth in any written notice or instruction delivered pursuant to this
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The Escrow Agent (including, when applicable, its officers, directors, employees, shareholders, managers, directors, attorneys, accountants and agents):
(a) shall act hereunder as an escrow agent only and shall not be responsible or liable in any manner whatsoever for the accuracy, completeness, authenticity, sufficiency, collection, correctness, genuineness or validity of any revenues, cash, payments, securities, property, funds, investments, income, earnings, checks or other amounts deposited with or held by it or for the identity, authority or rights of any person or entity executing and delivering or purporting to execute or deliver any thereof to the Escrow Agent, except in cases of the Escrow Agent’s gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction);
(b) shall be fully protected, except in the case of Escrow Agent’s gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction), in acting upon any written notice, instruction, direction, request or other communication, paper or document which the Escrow Agent believes to be genuine, and shall have no duty to inquire into or investigate the validity, accuracy or content of any thereof;
(c) notwithstanding anything to the contrary contained herein, shall not be liable for any error of judgment or for any action taken, suffered or omitted to be taken except in the case of its own gross negligence, bad faith or willful misconduct, each as determined by a final judgment of a court of competent jurisdiction. Except in the case of its own gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction), in no event shall the Escrow Agent be, directly or indirectly, liable for acting in accordance with a notice, instruction, direction, request or other communication, paper or document from Parent or Representative. In no event shall the Escrow Agent be, directly or indirectly, liable or responsible for special, punitive, indirect, consequential or incidental loss or damages of any kind whatsoever to any person or entity (including without limitation lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage. Any liability of the Escrow Agent under this Escrow Agreement will be limited to the total amount of fees paid to the Escrow Agent;
(d) may consult with and obtain advice from counsel (who may be counsel to a party hereto or an employee of the Escrow Agent) and shall be fully protected in taking, suffering or omitting to take any action in reliance on said advice, except in the case of the Escrow Agent’s gross negligence, bad faith or willful misconduct (each as determined by a final judgment of a court of competent jurisdiction);
(e) shall have no duties, responsibilities or obligations as the Escrow Agent except those which are expressly set forth herein, and in any modification or amendment hereof to which the Escrow Agent has consented in writing, and no duties, responsibilities or
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obligations shall be implied or inferred. Without limiting the foregoing, the Escrow Agent shall not be subject to, nor be required to comply with, or determine if any person or entity has complied with, the Merger Agreement or any other agreement between or among the parties hereto, even though reference thereto may be made in this Escrow Agreement, or to comply with any notice, instruction, direction, request or other communication, paper or document other than as expressly set forth in this Escrow Agreement;
(f) may execute or perform any duty, responsibility or obligation hereunder either directly or through agents, attorneys, accountants or other experts;
(g) may engage or be interested in any financial or other transaction with Representative or any party hereto or affiliate thereof, and may act on, or as depositary, trustee or agent for, any committee or body of holders of obligations of such party or affiliate, as freely as if it were not the Escrow Agent hereunder;
(h) shall not be obligated to expend or risk its own funds or to take any action which it believes would expose it to expense or liability or to a risk of incurring expense or liability, unless it has been furnished with assurances of repayment or indemnity satisfactory to it;
(i) shall not take instructions or directions except those given in accordance with this Escrow Agreement;
(j) shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof, and shall be fully protected in reasonably acting or reasonably refraining from acting in reliance upon any written notice, instrument, direction, request, statement, communication, paper, document or signature reasonably believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so, and shall have no duty to inquire into or investigate the validity or accuracy or content of any thereof, and may conclusively presume that the undersigned representative of any party hereto which is any entity other than a natural person has full power and authority to instruct the Escrow Agent on behalf of that party unless written notice to the contrary is delivered to the Escrow Agent;
(k) shall not be deemed to be a fiduciary to any party hereto or any other person or entity;
(l) shall not incur any liability for not performing any act, duty, obligation or responsibility by reason of any occurrence beyond the control of the Escrow Agent (including without limitation any act or provision of any present or future law or regulation or governmental authority, any act of God, war, civil disorder or failure of any means of communication); and
(m) shall not be called upon to advise any person or entity as to any investments with respect to any security, property or funds held in escrow hereunder or the dividends, distributions, income, interest or earnings thereon.
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The provisions of this Section 5 shall survive the termination of this Escrow Agreement and the resignation, removal or replacement of the Escrow Agent.
(b) Indemnification. Parent and Representative (solely on behalf of the Stockholders and in its capacity as the Representative, not in its individual capacity) jointly and severally agree to indemnify, defend, protect, save and keep harmless the Escrow Agent and its affiliates and their respective successors, assigns, directors, officers, managers, employees, agents, attorneys, accountants and experts (collectively the “Indemnitees”), from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses, including without limitation reasonable fees and disbursements of counsel (collectively “Indemnitee Losses”), that may be imposed on, incurred by, or asserted against any Indemnitee, at any time, and in any way relating to or arising out of or in connection with, directly or indirectly, the execution, delivery or performance of this Escrow Agreement, the enforcement of any rights or remedies under or in connection with this Escrow Agreement, the establishment of the Escrow Accounts, the acceptance or administration of the Escrowed Property and any payment, transfer or other application of funds pursuant to this Escrow Agreement; provided, however, that no Indemnitee shall be entitled to be so indemnified, defended, protected, saved and kept harmless to the extent such Indemnitee Loss was caused by its own gross negligence, bad faith or willful misconduct, as determined by a final judgment of a court of competent jurisdiction. The obligations contained in this Section 6(b) shall survive the termination of this Escrow Agreement and the resignation, removal or replacement of the Escrow Agent.
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facsimile transmission (with immediate confirmation of receipt thereafter by telephone or otherwise), or sent by U.S. registered, certified or express mail, first class postage prepaid, return receipt requested, or sent by a nationally recognized overnight courier service, marked for overnight delivery. Any such notice, instruction, direction, request or communication shall be deemed given when so delivered personally, or sent by facsimile transmission (provided confirmation of receipt is received immediately thereafter); or if sent by express mail or overnight courier, one (1) Business Day after the date of delivery to a U.S. Post Office or the courier service marked for overnight delivery; or if so sent by registered or certified mail, seven (7) days after the date of deposit in the mails; in each case addressed to each party at its address set forth beneath its signature hereto or to such other address as a party hereto may specify from time to time by notice to each other party given as provided herein. For purposes of this Escrow Agreement, the term “Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks in the States of California, New York or New Jersey are required or authorized by law to close.
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(l) Resignation or Replacement of the Escrow Agent.
(i) The Escrow Agent may at any time resign by giving not less than thirty (30) calendar days’ written notice to Parent and Representative, or may be removed jointly by Parent and Representative by giving not less than thirty (30) calendar days’ written notice to the Escrow Agent. In the event of any such resignation or removal, a successor escrow agent, which shall be either (a) an entity organized under the laws of the United States of America or any state thereof having (or if a bank or trust company is a member of a bank company, its bank holding company shall have) a combined capital and surplus of not less than $50,000,000, or (b) an affiliate of such entity, shall be appointed by Parent on the terms of this Agreement with the written approval of the Representative, which approval shall not be unreasonably withheld or delayed. In the event that a successor escrow agent has not been appointed within 30 days after notice of the Escrow Agent’s resignation or removal, the Escrow Agent shall have the right but not the obligation, at the expense of Parent and the Representative, to petition a
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court of competent jurisdiction to appoint a bank or other financial institution experienced in such matters as successor escrow agent. Any such successor escrow agent shall deliver to Parent and the Representative a written instrument accepting such appointment, and thereupon it shall succeed to all the rights and duties of the Escrow Agent hereunder and shall be entitled to receive the assets held hereunder plus copies of applicable records in the possession of the Escrow Agent to such successor escrow agent. Upon the appointment of a successor escrow agent pursuant to this Section 6(l)(i), the successor escrow agent shall be deemed to be the Escrow Agent for all purposes of this Agreement; and the previous Escrow Agent shall be released from any and all liability hereunder for any actions occurring after such replacement.
(ii) Any person or entity into which the Escrow Agent may be merged or converted or with which it may be consolidated, or any person or entity resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any person or entity to which substantially all the stock transfer business of the Escrow Agent may be transferred, shall automatically be the Escrow Agent under this Escrow Agreement without further act.
(i) In the event the Escrow Agent believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Escrow Agent hereunder, the Escrow Agent, may, in its sole discretion, refrain from taking any action, and shall be fully protected and shall not be liable in any way to Parent, Representative or any Stockholder or other person or entity for refraining from taking such action, unless the Escrow Agent receives written instructions signed by Parent and Representative, or an Escrow Indemnity Order, which eliminate such ambiguity or uncertainty to the satisfaction of the Escrow Agent,.
(ii) In the event any dispute shall arise between or among (or conflicting claims are made by) the Parent, Representative and/or any other person or entity with respect to this Escrow Agreement, the Escrowed Property or the Escrow Accounts, the Escrow Agent may, in its sole discretion, at its option (A) initiate an action in interpleader or another appropriate action, suit or proceeding in a court of competent jurisdiction seeking to resolve such dispute or claims and/or (B) refrain from complying with any claim, notice, instruction, direction, request or other communication, paper or document, so long as such dispute or conflict shall continue, and (in either case) shall be fully protected and shall not be liable in any way to UK Acquiror, Parent or Representative or any other person or entity for failure or refusal to comply with such conflicting claims, notices, instructions, directions, requests, communications, papers or documents until the Escrow Agent is satisfied, in its sole discretion, that such conflicting claims, notices, instructions, directions, requests, communications, papers or documents have been definitively determined by a final, non-appealable judgment of a court of competent jurisdiction or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent.
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remedies of creditors, and to general equity principles, and to the laws of agency and (iii) to its knowledge, the execution, delivery and performance by it of the Merger Agreement and this Escrow Agreement do not and will not violate or require consent under any of its organizational documents, any law, statute, rule, regulation or ordinance or contract, agreement, instrument, indenture or other undertaking to which it is a party or by which it or its property may be bound.
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do business of the parties hereto, or any other information that the Escrow Agent deems necessary. The parties hereto agree that the Escrow Agent cannot accept an appointment hereunder unless and until the Escrow Agent verifies the identity of the parties hereto in accordance with the Customer Identification Program requirements.
[Remainder of Page Intentionally Left Blank]
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Execution Version
MINDSPEED TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Chief Executive Officer
Taxpayer Identification Number: 00-0000000
Address for Notices:
Mindspeed Technologies, Inc.
0000 XxxXxxxxx Xxxx., Xxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx, 00000
U.S.A.
Attn: Vice President, General Counsel, and Secretary
Telephone No.: 0 000 000 0000
Facsimile No.: 1 949 579 3010
With a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
PLATINUM ACQUISITION (UK) LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Director
Taxpayer Identification Number:
Address for Notices:
Mindspeed Technologies, Inc.
0000 XxxXxxxxx Xxxx., Xxxx Xxxxx
Xxxxxxx Xxxxx, Xxxxxxxxxx, 00000
U.S.A.
Attn: Vice President, General Counsel, and Secretary
Telephone No.: 0 000 000 0000
Facsimile No.: 1 949 579 3010
With a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Facsimile No.: (000) 000-0000
SHAREHOLDER REPRESENTATIVE SERVICES LLC,
solely in its capacity as the Representative
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Managing Director
Taxpayer Identification Number: 00-0000000
Address for Notices:
Shareholder Representative Services LLC
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: Managing Director
Email: xxxxx@xxxxxxxxxxxxxx.xxx
Facsimile No.: (000) 000-0000
In all cases, with a copy to (which shall not constitute notice):
Fenwick & West LLP
Silicon Valley Center
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx Xxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
COMPUTERSHARE TRUST COMPANY, N.A.,
as Escrow Agent
By: /s/ Jaddiel Xxxxx
Name: Jaddiel Xxxxx
Title: Vice President
Address for Notices:
Computershare Trust Company, N.A.
000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Jaddiel Xxxxx
Facsimile: (000) 000-0000
With a copy to:
Computershare Trust Company, N.A.
000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Legal Department
Facsimile: (000) 000-0000
EXHIBIT A
Appropriate Officer Signatories
List of Persons Authorized by the Parent to Originate Written Instructions:
Name | Title | Phone Number | Specimen Signature | |||
Xxxxxxx X. Xxxxxxx | SVP and Chief Financial Officer | 000-000-0000 | /s/ Xxxxxxx X. Xxxxxxx | |||
Xxx Xxxxxxx | VP and Corporate Controller | 000-000-0000 | /s/ Xxx Xxxxxxx | |||
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List of Persons Authorized by the Parent to Receive Call Back Verification:
Name | Title | Phone Number | ||
Xxxxxxx X. Xxxxxxx | SVP and Chief Financial Officer | 000-000-0000 | ||
Xxx Xxxxxxx | VP and Corporate Controller | 000-000-0000 | ||
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Representative Phone Number and Specimen Signature:
Name | Phone Number | Specimen Signature | ||
Xxxx Xxxxx | (000) 000-0000 | /s/ Xxxx Xxxxx | ||
Xxxx Xxxxxx | (000) 000-0000 | /s/ Xxxx Xxxxxx |