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EXHIBIT (d)(2)
STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT, dated as of September 5, 2000 (the
"Agreement"), is by and between Unigraphics Solutions Inc., a Delaware
corporation (the "Parent"), and Engineering Animation, Inc., a Delaware
corporation (the "Company").
RECITALS
A. Contemporaneously with the execution and delivery of this Agreement,
Parent, the Company and UGS Acquisition Corporation, a Delaware corporation and
a wholly owned subsidiary of Parent ("Purchaser"), are entering into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), which provides for, upon the terms and subject to the conditions
set forth therein, (i) the commencement by Purchaser of a tender offer (the
"Offer") for all of the issued and outstanding Common Stock, par value $.01 per
share of the Company (the "Shares"), at a price per Share equal to the Offer
Price (as defined in the Merger Agreement), and (ii) the subsequent merger of
Purchaser with and into the Company (the "Merger").
B. As a condition and inducement to the Parent and Purchaser's entering
into the Merger Agreement and incurring the obligations set forth therein, the
Parent and Purchaser have requested that the Company grant to Parent an option
to purchase Shares from the Company on the terms and conditions set forth
herein.
C. In order to induce the Parent and Purchaser to enter into the Merger
Agreement, the Company desires to grant the Parent such an option.
Terms used but not otherwise defined in this Agreement have the
meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, the Parent and the Company hereby agree as follows:
Section 1. Grant of Option
Subject to the other terms and conditions set forth herein, the Company
hereby grants to the Parent an irrevocable option (the "Option") to purchase up
to the number of Shares which represents 19.9% of all Shares that are issued and
outstanding on the date hereof (the "Option Shares"), in the manner set forth
herein at a cash purchase price per Share equal to $13.75 (the "Exercise
Price"); provided, however, that the number of Option Shares shall in no event
exceed 19.9% of the number of Shares that are issued and outstanding immediately
prior to the exercise of the Option. The number of Shares that may be purchased
upon exercise of the Option and the Exercise Price are subject to adjustment as
provided in Section 9 hereof.
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Section 2. Exercise of Option
(a) The Option may be exercised by Parent, in whole or in part, at any
time or from time to time, after one or more of the following events shall have
occurred: (i) pursuant to the Offer, Purchaser acquires at least a majority of
the Shares on a fully-diluted basis (including, without limitation, all Shares
issuable upon the conversion of any convertible securities or upon exercise of
any options, warrants or other rights); (ii) any individual, corporation,
limited liability company, limited or general partnership, joint venture,
association, joint stock company, trust, unincorporated organization or other
entity or group (a "Person"), other than Parent or its affiliates (as such term
is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended),
acquires or becomes the beneficial owner of 15% or more of the outstanding
Shares; (iii) any new group is formed which beneficially owns 15% or more of the
outstanding Shares (other than a group which includes Parent or its affiliates),
(iv) any Person (other than Parent or its affiliates) shall have commenced a
tender or exchange offer for 15% or more of the then outstanding Shares or
publicly proposed any bona fide merger, consolidation or acquisition of all or
substantially all the assets of the Company, or other similar business
combination involving the Company; (v) any Person (other than Parent or its
affiliates) is granted any option or rights, conditional or otherwise, to
acquire or otherwise become the beneficial owner of Shares which, together with
all Shares beneficially owned by such Person, results or would result in such
Person being the beneficial owner of 15% or more of the outstanding Shares, or
(vi) the Merger Agreement becomes terminable under circumstances which would
entitle Parent to a payment under Section 6.04(b) of the Merger Agreement (with
any such time being referred to as the "Exercise Event"). For purposes of this
Section 2(a), the terms "group" and "beneficial owner" shall be defined by
reference to Section 13(d) of the Securities Exchange Act of 1934, as amended.
Company shall notify Parent promptly in writing of the occurrence of an
Exercise Event, it being understood that the giving of such notice by Company
shall not be a condition to the right of Parent to exercise the Option. In the
event Parent wishes to exercise the Option, Parent shall deliver to Company a
written notice (an "Exercise Notice") specifying the total number of Option
Shares it wishes to purchase. Each closing of a purchase of Option Shares (a
"Closing") shall occur on a date and at a time designated by Parent in an
Exercise Notice delivered at least two business days prior to the date of such
Closing. Upon the giving by Parent to Company of the Exercise Notice and payment
of the aggregate Exercise Price with respect to the Option Shares specified in
the Exercise Notice, and provided that the conditions set forth in Section 3 to
Company's obligation to issue the Option Shares to Parent hereunder have been
satisfied or waived, Parent shall be deemed to be the holder of record of the
Option Shares issuable upon such exercise, notwithstanding that the stock
transfer books of Company shall then be closed or that certificates representing
such Option Shares shall not then be actually delivered to Parent.
(b) The Option shall terminate upon the earliest to occur of the
following: (i) the Effective Time, (ii) 270 days following an Exercise Event, or
(iii) 30 days after the
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date as of which an Exercise Event could no longer occur; provided, however,
with respect to the preceding clause (ii), that if the Option cannot be
exercised by reason of any applicable government order or because the waiting
period related to the issuance of the Option Shares under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 1976, as amended (the "HSR Act") or any comparable
law in non-U.S. jurisdictions shall not have expired or been terminated, then
the Option shall not terminate until the thirtieth business day after such
impediment to exercise shall have been removed or shall have become final and
not subject to appeal. The termination of the Option shall not affect any rights
hereunder which by their terms extend beyond the date of such termination.
Section 3. Conditions to Closing
The obligation of Company to issue the Option Shares to Parent
hereunder is subject to the following conditions: (i) any waiting period under
the HSR Act or any comparable law in non-U.S. jurisdictions applicable to the
issuance of the Option Shares hereunder shall have expired or been terminated;
(ii) all consents, approvals, orders or authorizations of, or registrations,
declarations or filings with, any Governmental Entity required in connection
with the issuance of the Option Shares hereunder shall have been obtained or
made, as the case may be; and (iii) no judgment, order, decree, preliminary or
permanent injunction, statute, law, ordinance, rule or regulation, entered,
enacted, promulgated, enforced or issued by any court or other Governmental
Entity of competent jurisdiction or other legal restraint on or prohibition
("Restraints") shall be in effect preventing, enjoining or prohibiting such
issuance; provided, however, that each of the parties shall have used its
reasonable best efforts to prevent the entry of any such Restraints and to
appeal as promptly as possible any such Restraints that may be entered.
Section 4. Closing
At any Closing, (i) Company shall deliver to Parent a single
certificate in definitive form representing the number of Option Shares
designated by Parent in its Exercise Notice, such certificate to be registered
in the name of Parent and to bear the legend set forth in Section 11 hereof, and
(ii) Parent shall pay to Company the aggregate Exercise Price for the Shares so
designated by cash in the form of a bank or cashier's check or by wire transfer
to an account specified by Company. At any Closing at which Parent is exercising
the Option in part, Parent shall present and surrender this Agreement to
Company, and Company shall deliver to Parent an executed new agreement with the
same terms as this Agreement evidencing the right to purchase the balance of the
Shares constituting the Option Shares purchasable hereunder. Company shall pay
all of its own expenses, and any and all Federal, state and local transfer or
issuance taxes, and other similar charges that may be payable in connection with
the preparation, issue and delivery of stock certificates under this Section 4.
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Section 5. Representations and Warranties of the Company
Company represents and warrants to Parent as follows:
(i) Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has the
requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement;
(ii) the execution, delivery and performance of this Agreement
by Company and the consummation by the Company of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on the part
of Company and no other corporate proceedings on the part of Company are
necessary to authorize this Agreement or any of the transactions contemplated
hereby;
(iii) this Agreement has been duly executed and delivered by
Company and, assuming the due authorization, execution and delivery by Parent,
constitutes a legal, valid and binding obligation of Company, enforceable
against Company in accordance with its terms;
(iv) except for any filings as may be required under the HSR
Act or any comparable law in non-U.S. jurisdictions, Company has taken all
necessary corporate and other action to authorize and reserve for issuance and
to permit it to issue upon exercise of the Option, and at all times from the
date hereof until the termination of the Option will have reserved for issuance,
a sufficient number of unissued Shares for Parent to exercise the Option in full
and will take all necessary corporate or other action to authorize and reserve
for issuance all additional Shares or other securities which may be issuable
pursuant to Section 9 upon exercise of the Option, all of which, upon their
issuance and delivery in accordance with the terms of this Agreement, will be
validly issued, fully paid and nonassessable and free of any preemptive rights;
(v) upon delivery of the Option Shares and any other
securities to Parent upon exercise of the Option or upon becoming deemed the
holder of record of the Option Shares and any other securities upon exercise of
the Option, Parent will acquire such Option Shares or other securities free and
clear of all Liens, excluding those imposed by Parent;
(vi) the execution and delivery of this Agreement by Company
does not, and the performance of this Agreement by Company will not, conflict
with, or give rise to a right of termination, cancellation or acceleration of
any obligation or loss of a benefit under, or result in the creation of any Lien
upon any of the properties or assets of the Company under, (A) the certificate
of incorporation or by-laws of Company, (B) any loan or credit agreement, note,
bond, mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, license or similar authorization applicable to the
Company or its properties or assets, or (C) except for any filings required
under the HSR Act and any comparable law in non-U.S. jurisdictions, any
judgment, order, decree,
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statute, law, ordinance, rule or regulation applicable to the Company or its
properties or assets, other than, in the case of clauses (B) and (C), any such
conflicts, violations, defaults, rights, losses or Liens that individually or in
the aggregate would not (x) have, or reasonably be expected to have, a material
adverse effect on the Company or (y) reasonably be expected to materially impair
or delay the ability of the Company to perform its obligations under this
Agreement;
(vii) no consent, approval, order or authorization of, action
by, or in respect of, or registration, declaration or filing with, any
Governmental Entity or any other person is required by the Company in connection
with the execution and delivery of this Agreement by the Company except for (A)
the filing of a pre-merger notification and report form under the HSR Act and
the expiration or termination of the waiting period thereunder and the filing of
comparable pre-merger notifications in non-U.S. jurisdictions, if applicable,
and the expiration of any waiting periods thereunder; and (B) such consents,
approvals, orders or authorizations the failure of which to be made or obtained
individually or in the aggregate would not (x) have, or reasonably be expected
to have, a material adverse effect on the Company or (y) reasonably be expected
to materially impair or delay the ability of the Company to perform its
obligations under this Agreement or the Stock Option Agreement;
(viii) none of the Company, any of its affiliates or anyone
acting on its or their behalf, has issued, sold or offered any security of the
Company to any person under circumstances that would cause the issuance and sale
of the Option Shares, as contemplated by this Agreement, to be subject to the
registration requirements of the Securities Act and, assuming the
representations and warranties of Parent contained in clause (iv) of Section 6
are true and correct, the issuance, sale and delivery of the Option Shares
hereunder will be exempt from the registration and prospectus delivery
requirements of the Securities Act (and Company shall not take any action which
would cause the issuance, sale and delivery of the Option Shares hereunder not
to be exempt from such requirements); and
(viii) until the Option has been exercised or terminated in
full and Parent no longer holds any Option Shares, the Company shall not amend
the Company Rights Plan nor adopt any other stockholders' rights plan or similar
arrangement so as to restrict the exercise (in whole or in part) of the Option,
the beneficial ownership by Parent or any of its affiliates of any of the Option
Shares, or the consummation of the other transactions contemplated hereby.
Section 6. Representations and Warranties of Parent
Parent represents and warrants to the Company as follows:
(i) Parent is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and has
the requisite corporate power and authority to execute, deliver and perform this
Agreement;
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(ii) the execution, delivery and performance of this Agreement
by Parent and the consummation by Parent of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and no other corporate proceedings on the part of Parent are necessary to
authorize this Agreement or any of the transactions contemplated hereby;
(iii) this Agreement has been duly executed and delivered by
Parent and, assuming the due authorization, execution and delivery by the
Company, constitutes a legal, valid and binding obligation of Parent,
enforceable against Parent in accordance with its terms; and
(iv) any Shares acquired upon exercise of the Option will not
be acquired by Parent with a view to the public distribution thereof in
violation of applicable law and Parent will not sell or otherwise dispose of
such shares in violation of applicable law or this Agreement.
Section 7. Repurchase Right
(a) Purchase and Purchase Price
At the request of Parent at any time during the period during which
this Option is exercisable (the "Purchase Period"), the Company (or any
successor entity thereof) shall, subject to the limitation set forth in Section
10, purchase from Parent (x) all or any portion of the Option at the price set
forth in subparagraph (i) below or (y) all or any portion of the Option Shares,
if any, acquired by Parent pursuant to the Option at the price set forth in
subparagraph (ii) below.
(i) The purchase price for the applicable portion of the
Option shall be the difference between the "Market/Offer Price" (as defined
below) for a Share as of the date Parent gives notice of its intent to exercise
its rights under this Section 7 and the Exercise Price, multiplied by the number
of Option Shares purchasable pursuant to the Option (or portion thereof with
respect to which Parent is exercising its rights under this Section 7), but only
if the Market/Offer Price is greater than the Exercise Price. For purposes of
this subparagraph (i), "Market/Offer Price" shall mean, as of any date, the
higher of (x) the highest price per share offered as of such date pursuant to
any Company Takeover Proposal which was initiated prior to such date and not
withdrawn as of such date and (y) the highest Fair Market Value of a Share
during the ten (10) trading days prior to such date. "Fair Market Value" shall
mean the average of the closing prices for a Share as reported by the Nasdaq
National Market on the five trading days immediately preceding the applicable
date (or if Shares are not then listed on the Nasdaq National Market, as
reported by the principal trading market on which such shares are then traded).
(ii) The purchase price of the Option Shares shall be the
product of (x) the Market/Offer Price multiplied by (y) the number of Shares so
purchased.
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(b) Payment and Redelivery of Shares
In the event Parent exercises its rights under Section 7(a), Company
shall, within three (3) business days after Parent delivers notice pursuant to
Section 7(a) (which notice may be delivered prior to consummation of the
exercise of the Option), pay the required amount to Parent in immediately
available funds and Parent shall surrender to Company the Option or the
certificates evidencing the Shares purchased by Parent pursuant thereto, and
Parent shall represent and warrant that it owns such Shares and that such Shares
are then free and clear of all claims, liens, charges, encumbrances and security
interests of any kind or nature whatsoever.
Section 8. Registration Rights
(a) At any time and from time to time following the termination of the
Merger Agreement, Parent may request, by written notice (a "Registration
Notice") to the Company, that the Company register under the Securities Act of
1933, as amended (the "Securities Act") all or any part of the Option Shares
(the "Registrable Securities") in order to permit the public sale or other
disposition of such shares.
(b) The Company shall, as promptly as possible following receipt of a
Registration Notice, prepare and file a registration statement under the
Securities Act covering the Registrable Securities and use its best efforts to
cause, as promptly as possible, the Securities and Exchange Commission to
declare such registration statement effective and to maintain the effectiveness
of such registration statement until the earlier of 180 days after the effective
date and the date on which all of the Registrable Securities covered by the
registration statement have been sold; provided, however, that (i) Parent shall
not be entitled to more than an aggregate of two effective registration
statements hereunder and (ii) the Company may delay filing any such registration
statement for up to 40 days after a Registration Notice is received if the
Company is in possession of material non-public information that its board of
directors in good faith determines would be materially detrimental if disclosed
at such time and, in the written opinion of counsel to the Company, such
information would have to be disclosed if a registration statement were filed at
that time. The Company shall cause any Registrable Securities registered
pursuant to this Section 8 to be qualified for sale under the securities or blue
sky laws of such jurisdictions as Parent may reasonably request and shall
continue such registration or qualification in effect in such jurisdictions;
provided, however, that Company shall not be required to qualify to do business
in, or consent to general service of process in, any jurisdiction by reason of
this provision.
(c) The registration rights set forth in this Section 8 are subject to
the condition that Parent shall provide Company with such information with
respect to itself and its plan for distribution for the Registrable Securities
as is necessary to enable Company to include in a registration statement all
material facts required to be disclosed with respect thereto.
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(d) A registration effected under this Section 8 shall be effected at
Company's expense, except for underwriting discounts and commissions and the
fees and expenses of counsel to Parent, and Company shall provide such
documentation (including certificates, opinions of counsel and "comfort" letters
from auditors) as are customary in connection with underwritten public
offerings. In connection with any underwritten registration, the parties agree
(i) to indemnify each other and any underwriters in the customary manner, (ii)
if applicable, to enter into an underwriting agreement in form and substance
customary for transactions of this type with the underwriters participating in
such offering, and (iii) to take all further actions which shall be reasonably
necessary to effect such registration and sale (including if any managing
underwriter deems it necessary, participating in road show presentations).
Section 9. Adjustment Upon Changes in Capitalization
In the event of any change in the Shares by reason of stock dividends,
split-ups, mergers (other than the Merger), recapitalizations, combinations,
exchanges of shares and the like, the type and number of shares or securities
subject to the Option, and the Exercise Price, shall be adjusted appropriately,
and proper provision shall be made in the agreements governing such transaction
so that Parent shall receive, upon exercise of the Option, the number and class
of shares or other securities or property that Parent would have received in
respect of the Shares if the Option had been exercised immediately prior to such
event or the record date therefor, as applicable.
Section 10. Cash Payment Limitation
Notwithstanding any other provision of this Agreement, in no event
shall the Maximum Cash Payment exceed $8.0 million. For purposes of this
Agreement, the term "Maximum Cash Payment" shall mean the aggregate amount of
the following: (i) the Termination Fee received by Parent pursuant to Section
6.04(b) of the Merger Agreement; (ii) the amount of cash received by Parent
pursuant to the exercise of the cash-out right with respect to the Option under
Section 7(a)(i) hereof; and (iii) the amount by which proceeds realized by
Parent upon any and all dispositions of the Option or any Option Shares by
Parent (other than to the Company pursuant to Section 7(a) hereof) exceeds the
Exercise Price paid by Parent therefor. Should the Maximum Cash Payment exceed
$8.0 million at any time or from time to time, Parent agrees to remit promptly
to Company the amount of any such excess, including any excess received upon any
disposition of the Option or any Option Shares to any third party.
Section 11. Restrictive Legend
Each certificate representing Option Shares issued to Parent hereunder
shall bear a legend in substantially the following form:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
BE SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
Section 12. Listing and HSR Filing
Company promptly shall take any action necessary for the Shares to be
acquired upon exercise of the Option to be listed on the Nasdaq National Market
(or if Shares are not then listed on the Nasdaq National Market, as reported by
the principal trading market on which such shares are then traded) and use its
best efforts to obtain approval of such listing. Each of the parties hereto
shall file with the appropriate Governmental Authority all required premerger
notification and report forms and other documents and exhibits required to be
filed under the HSR Act and any comparable law in non-U.S. jurisdictions
promptly after the date such a filing is permitted to be made, to permit the
acquisition of the Option Shares at the earliest possible date.
Section 13. Binding Effect
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Nothing
contained in this Agreement, express or implied, is intended to or shall confer
upon any person other than the parties hereto and their respective successors
and permitted assigns any right, benefit or remedy of any nature whatsoever
under or by reason of this Agreement.
Section 14. Specific Performance
The parties recognize and agree that if for any reason any of the
provisions of this Agreement are not performed in accordance with their specific
terms or are otherwise breached, immediate and irreparable harm or injury would
be caused for which money damages would not be an adequate remedy. Accordingly,
each party agrees that in addition to other remedies the other party shall be
entitled to an injunction restraining any violation or threatened violation of
the provisions of this Agreement. In the event that any action shall be brought
in equity to enforce the provisions of the Agreement, neither party will allege,
and each party hereby waives the defense, that there is an adequate remedy at
law.
Section 15. Entire Agreement
This Agreement, the Merger Agreement (including the documents and
instruments referred to therein), and the Confidentiality Agreement constitute
the entire agreement, and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter of
this Agreement.
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Section 16. Further Assurances
Each party will execute and deliver all such further documents and
instruments and take all such further action as may be necessary in order to
constitute the transactions contemplated hereby.
Section 17. Severability
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent permitted by
applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
Section 18. Notices
All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given if delivered
personally, telecopied (which is confirmed) or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
(a) if to Parent, to:
Unigraphics Solutions Inc.
00000 Xxxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Attention: J. Xxxxxxx Xxxxx
with copies to:
Xxxxx Xxxx LLP
000 00xx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxxxx
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(b) if to the Company, to
Engineering Animation, Inc.
0000 Xxxxx Xxxx Xxxxx
Xxxx, XX 00000
Telecopy No.: (000) 000-0000
Attention: Xxxxx X. Xxxx
with copies to:
Xxxxxxx, Carton & Xxxxxxx
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Attention: Xxxxxx X. XxXxxx
Section 19. Governing Law and Jurisdiction
This agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflict of laws thereof. Each of the
parties hereto (a) consents to submit itself to the personal jurisdiction of any
federal court located in the State of Delaware or any Delaware state court in
the event any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement, (b) agrees that it will not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, and (c) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any court
other than a federal court sitting in the State of Delaware or a Delaware state
court.
Section 20. Counterparts
This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same Agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other parties.
Section 21. Expenses
Except as otherwise expressly provided herein or in the Merger
Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses.
Section 22. Amendments
This Agreement may be amended by the parties hereto and the terms and
conditions hereof may be waived only by an instrument in writing signed on
behalf of
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each of the parties hereto, or, in the case of a waiver, by an instrument signed
on behalf of the party waiving compliance.
Section 23. Assignment
Neither of the parties hereto may sell, transfer, assign or otherwise dispose of
any of its rights or obligations under this Agreement or the Option created
hereunder to any other person, without the express written consent of the other
party, except that Parent may (a) assign any of its rights hereunder to any
affiliate and (b) assign its registration rights under Section 8 to any
subsequent holder of Option Shares other than a holder who acquired such shares
in a sale that was registered under the Securities Act.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Stock Option
Agreement to be signed by their respective officers hereunto duly authorized,
all as of the date first written above.
UNIGRAPHICS SOLUTIONS INC.:
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
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Title: Chief Financial Officer
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ENGINEERING ANIMATION, INC.:
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Chairman and CEO
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