AGREEMENT OF WAIVER
Exhibit 99.2
AGREEMENT OF WAIVER
This Agreement of Waiver (this “Waiver”) is entered into as of October 2, 2010 by and among Actel Corporation (the “Company”) and the entities and natural persons listed on Schedule A hereto (collectively, the “Ramius Group”).
RECITALS
A. The Company and the Ramius Group are parties to that certain Agreement (the “Settlement Agreement”) dated as of March 9, 2010, pursuant to which the Ramius Group is subject to certain restrictions in respect of its ownership of shares of the common stock of the Company (the “Common Stock”).
B. The Company currently proposes to enter into an Agreement and Plan of Merger (the “Merger Agreement”) with Microsemi Corporation (“Parent”) and Artful Acquisition Corp. (“Purchaser”), pursuant to which Purchaser will commence a tender offer for all outstanding shares of Common Stock and, after the completion of such tender offer and satisfaction or waiver of certain conditions, Purchaser will be merged with and into the Company.
C. As a condition to their willingness to enter into the Merger Agreement, Parent and Purchaser have required that certain shareholders, including the Ramius Group, enter into a Tender and Support Agreement in substantially the form attached hereto as Annex I (the “Support Agreement”).
D. The Company desires to waive certain provisions of the Settlement Agreement for the sole purpose of allowing the Ramius Group to validly enter into the Support Agreement and perform its obligations thereunder.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Ramius Group agree as follows:
1. Company Waiver. The Company hereby acknowledges and agrees that, subject to and effective as of the execution of the Support Agreement by the Ramius Group, the terms of Sections 4(a)(iii)-(iv) of the Settlement Agreement shall be waived by the Company with respect to the Ramius Group; provided that such waiver shall be solely to the extent necessary for the Ramius Group to validly enter into the Support Agreement and perform its obligations thereunder.
2. Ramius Group Waiver. The Ramius Group hereby acknowledges and agrees that Section 3 of the Settlement Agreement shall terminate in all respects at the Acceptance Time under the Merger Agreement, and following the Acceptance Time the Company shall have no obligations thereunder.
3. Term. Section 1 of this Waiver shall be effective upon the execution of the Support Agreement by the Ramius Group. In the event that the Ramius Group does not execute the Support Agreement, or the Support Agreement is terminated in accordance with its terms, this Section 1 of this Waiver shall be null and void and shall be of no further force or effect. Section 2 of this Waiver shall be effective immediately upon the execution of this Waiver by the Ramius Group.
4. Counterparts. This Waiver may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
5. Applicable Law. This Waiver shall be governed by and construed and enforced in accordance with the laws of the State of California, without regard to choice of law principles that would compel application of the laws of any other jurisdiction.
6. Third Party Beneficiaries. Parent and Purchaser are intended third party beneficiaries of this Waiver and shall be entitled to enforce its terms as if they were each a party hereto.
7. Entire Agreement. This Waiver constitutes the entire agreement among the parties with respect to the subject matter hereof and may be amended or superseded only by a writing executed by the parties hereto
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IN WITNESS WHEREOF, this Waiver is executed as of the date first above written.
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ACTEL CORPORATION
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By:
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/s/ Xxxxx X. Van De Hey
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Name:
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Xxxxx X. Van De Hey
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Title:
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Vice President and General Counsel
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[Signature Page to Agreement of Waiver]
IN WITNESS WHEREOF, this Waiver is executed as of the date first above written.
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ACTEL CORPORATION
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By:
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Name:
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Xxxxx X. Van De Hey
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Title:
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Vice President and General Counsel
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RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
By: Ramius Value and Opportunity Advisors LLC,
its investment manager
RAMIUS NAVIGATION MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS ENTERPRISE MASTER FUND LTD
By: Ramius Advisors, LLC,
its investment advisor
RCG PB, LTD
By: Ramius Advisors, LLC,
its investment advisor
RAMIUS OPTIMUM INVESTMENTS LLC
By: Ramius Advisors, LLC,
its managing member
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RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
By: Ramius LLC,
its sole member
RAMIUS ADVISORS, LLC
By: Ramius LLC,
its sole member
By: Xxxxx Group, Inc.,
its sole member
XXXXX GROUP, INC.
RCG HOLDINGS LLC
By: C4S & Co., L.L.C.,
its managing member
C4S & CO., L.L.C.
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By:
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/s/ Xxxx X. Xxxxxxx
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Name:
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Xxxx X. Xxxxxxx
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Title:
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Authorized Signatory
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/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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As attorney-in-fact for Xxxxx X. Xxxxx,
Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx and
Xxxxxx
X. Xxxxxxx
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/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
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SCHEDULE A
The Ramius Group
RAMIUS VALUE AND OPPORTUNITY MASTER FUND LTD
RAMIUS NAVIGATION MASTER FUND LTD
RAMIUS ENTERPRISE MASTER FUND LTD
RCG PB, LTD
RAMIUS OPTIMUM INVESTMENTS LLC
RAMIUS VALUE AND OPPORTUNITY ADVISORS LLC
RAMIUS ADVISORS, LLC
XXXXX GROUP, INC.
RCG HOLDINGS LLC
C4S & CO., L.L.C.
XXXXXXX X. XXXXXXX
XXXXX X. XXXXX
XXXXXX X. XXXXX
XXXXXX X. XXXXXXX
XXXXXXX X. XXXXX
ANNEX I
Support Agreement
