ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
Dated May 12, 1998
CONTENTS
ARTICLE I. DEFINITIONS AND INTERPRETATIONS . . . . . . . . . . . . . 1
1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Interpretation . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II. THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Purchase of Shares; Change of Name . . . . . . . . . . . 3
2.1.1 Purchase of Shares by SDA . . . . . . . . . . . 3
2.1.2 Change of Name . . . . . . . . . . . . . . . . 3
2.3 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3.1 EDA Software Activities . . . . . . . . . . . . 3
2.3.2 Design Center . . . . . . . . . . . . . . . . . 4
2.3.3 Offer Sales . . . . . . . . . . . . . . . . . . 4
2.4 Charter Documents . . . . . . . . . . . . . . . . . . . . 4
2.5 Capital Structure . . . . . . . . . . . . . . . . . . . . 4
2.6 Loans to Company . . . . . . . . . . . . . . . . . . . . 4
2.6.1 Initial Loan From SDA . . . . . . . . . . . . . 4
2.6.2 Additional Loans From SDA . . . . . . . . . . . 5
2.6.3 Guarantee of SDA Shareholder Loans . . . . . . 5
2.6.4 No Obligation for Additional Loans . . . . . . 5
2.7 Purchase of Assets from Anam . . . . . . . . . . . . . . 5
2.8 Site License from Summit . . . . . . . . . . . . . . . . 6
ARTICLE III. MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . 6
3.1 Board of Directors . . . . . . . . . . . . . . . . . . . 6
3.2 Meetings of the Board . . . . . . . . . . . . . . . . . . 6
3.3 Board Action . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Matters Requiring Board Action . . . . . . . . . . . . . 7
3.5 Officers . . . . . . . . . . . . . . . . . . . . . . . . 8
3.6 Shareholder Approval or Action . . . . . . . . . . . . . 8
ARTICLE IV. ACCOUNTING; BUDGETS, RECORDS AND REPORTS . . . . . . . . 8
4.1 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Auditors . . . . . . . . . . . . . . . . . . . . . . . . 8
4.3 Accounting Principles . . . . . . . . . . . . . . . . . . 9
4.4 Access to Records . . . . . . . . . . . . . . . . . . . . 9
4.5 Reports . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE V. RESTRICTIONS ON TRANSFERS OF SHARES . . . . . . . . . . . 9
5.1 Restriction on Transferability . . . . . . . . . . . . . 9
5.2 Right of Summit to Exchange Shares With Anam . . . . . . 10
ARTICLE VI. TERMINATION; ASSUMPTION OF DEBT UPON A SUMMIT
TERMINATION EVENT . . . . . . . . . . . . . . . . . . . . 10
6.1 Term . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.2 Assumption of Debt Upon Summit Termination Event . . . . 11
ARTICLE VII. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE VIII. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . 11
8.1 Anam . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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8.2 Summit . . . . . . . . . . . . . . . . . . . . . . . . . 11
8.3 SDA . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE IX. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 12
9.1 Expense . . . . . . . . . . . . . . . . . . . . . . . . . 12
9.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . 12
9.3 Governing Law . . . . . . . . . . . . . . . . . . . . . . 13
9.4 Venue . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9.5 Entire Agreement . . . . . . . . . . . . . . . . . . . . 13
9.6 Amendment . . . . . . . . . . . . . . . . . . . . . . . . 14
9.7 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . 14
9.8 Successors and Permitted Assigns . . . . . . . . . . . . 14
9.9 Counterparts . . . . . . . . . . . . . . . . . . . . . . 14
9.10 Severability . . . . . . . . . . . . . . . . . . . . . . 14
9.11 Further Assurances . . . . . . . . . . . . . . . . . . . 14
9.12 Limitation on Rights of Others . . . . . . . . . . . . . 15
9.13 Disclaimer of Agency . . . . . . . . . . . . . . . . . . 15
9.14 Other Shareholders . . . . . . . . . . . . . . . . . . . 15
Exhibits
Exhibit A [Intentionally Omitted]
Exhibit B Distributor Agreement
Exhibit C Summit License Agreement
Exhibit D Articles of Incorporation
Exhibit E Loan Agreement
Exhibit F Guarantee
Exhibit G Security Agreement
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AGREEMENT
THIS AGREEMENT dated as of May 12, 1998 is made and entered into by and
among Anam S&T Co., LTD., a Korean corporation ("ANAM"), Summit Design, Inc., a
Delaware corporation. ("SUMMIT") and Summit Design Asia, Ltd., a Hong Kong
corporation ("SDA") (individually, a "SHAREHOLDER" and collectively, the
"SHAREHOLDERS"), and Asia Design Corporation, Ltd., a Korean corporation (the
"COMPANY").
RECITALS
A. Concurrent herewith, SDA is purchasing 15,400 shares of stock of
the Company from Shareholder other than Anam and Summit.
B. After giving effect to such purchase, Anam owns 21,560 shares,
Summit owns 23,100 shares, SDA owns 15,400 shares, and other shareholders own
16,940 shares of the issued and outstanding stock of the Company.
C. The Shareholders desire to continue the Company as a joint venture
upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
ARTICLE I.
DEFINITIONS AND INTERPRETATIONS
1.1 DEFINITIONS
Capitalized terms used in this Agreement shall have the following
meanings:
"AGREEMENT" shall mean this agreement, as it may hereafter be amended
and supplemented.
"ANAM" is defined in the introductory paragraph of this Agreement.
"ASIC" is defined in Section 2.3.2.
"ASSP" is defined in Section 2.3.2.
"BOARD" is defined in Section 3.1.
"COMPANY" is defined in the introductory paragraph of this Agreement.
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"DESIGN CENTER" is defined in Section 2.3.2.
"DIRECTOR" is defined in Section 3.1.
"DISTRIBUTOR AGREEMENT" means the International Distributor Agreement
(SDA and ADC) dated as of the date hereof between the Company and SDA in the
form of Exhibit B hereto.
"EDA" means Electronic Design Automation.
"GUARANTEE" is defined in Section 2.6.3.
"INITIAL LOAN" is defined in Section 2.6.1.
"SDA" is defined in the introductory paragraph of this Agreement.
"SDA SHAREHOLDERS AGREEMENT" means the Shareholders Agreement among
Summit, Anam, and SDA dated as of the date hereof.
"SECURITY AGREEMENT" is defined in Section 2.6.3.
"SHARES" is defined in Section 2.1.1.
"SUMMIT" is defined in the introductory paragraph of this Agreement.
"SUMMIT LICENSE AGREEMENT" means the Site License Agreement dated as of
the date hereof between the Company and Summit in the form of Exhibit C hereto.
"TRANSFER" is defined in Section 5.1(a).
1.2 INTERPRETATION
(a) Reference to a given Section, Recital, Schedule or Exhibit is a
reference to a Section, Recital, Schedule or Exhibit of this Agreement, unless
otherwise specified. The terms "hereof," "herein," "hereto," "hereunder" and
"herewith" refer to this Agreement as a whole.
(b) Except where otherwise expressly provided or unless the context
otherwise necessarily requires: (i) references to a given law or rule are
references to that law or rule as amended or modified as of the date on which
the reference is made, (ii) reference to a given agreement or instrument is a
reference to that agreement or instrument as originally executed, and as
modified, amended, supplemented and restated through the date as of which
reference is made to that agreement or
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instrument, and (iii) accounting terms have the meanings given to them by
United States generally accepted accounting principles, applied on a
consistent basis by the accounting entity to which they refer.
(c) The singular includes the plural and the masculine includes the
feminine and neuter, and vice versa. "INCLUDES" or "INCLUDING" means
"INCLUDING, WITHOUT LIMITATION."
(d) The Article and Section headings are for convenience only and
neither limit nor amplify any of the provisions of this Agreement.
ARTICLE II.
THE COMPANY
2.1 PURCHASE OF SHARES; CHANGE OF NAME
2.1.1 PURCHASE OF SHARES BY SDA
Concurrent herewith, SDA shall purchase from shareholder other than Anam
and Summit 15,400 shares of the stock of the Company owned by such shareholders
(the "SHARES") for a purchase price of Sixty Thousand United States Dollars
(US$60,000). Such selling shareholders shall deliver certificates or
assignments separate from certificates and any additional documents necessary to
transfer title and ownership of the Shares to SDA, free and clear of all liens,
encumbrances or restrictions. SDA shall deliver the purchase price for the
Shares by wire transfer or other payment method acceptable to such selling
shareholders.
2.1.2 CHANGE OF NAME
The Company has taken all such actions as are necessary to legally
effect the change of its name from Summit Design Asia, Ltd. to Asia Design
Corporation, Ltd.
2.3 PURPOSE
The purpose of the Company is to engage in the following businesses:
2.3.1 EDA SOFTWARE ACTIVITIES
The Company shall be a distributor, servicing agent or sales
representative with respect to Summit EDA software products pursuant to the
Distributor Agreement, and may act in similar capacities with respect to other
software products that are not, in Summit's sole discretion, competitive with
Summit EDA software products pursuant to distribution agreements approved by the
Board in accordance with this Agreement.
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2.3.2 DESIGN CENTER
The Company shall operate a design center in Seoul, Korea (the "DESIGN
CENTER") to provide application specific standard parts ("ASSP") development,
service, and sales, and application specific integrated circuit ("ASIC")
development, service, and sales to customers, and non-recurring engineering
services of various kinds. All such services shall be performed using Summit
software tool sets pursuant to the Summit License Agreement. The Design Center
shall include the ASSP and ASIC products transferred by Anam to the Company.
2.3.3 OFFER SALES
The Company shall act as a commissioned sales representative in Korea on behalf
of manufacturers of semiconductor devises. The Company shall not engage in any
other business or activity without the written approval of all Shareholders.
2.4 CHARTER DOCUMENTS
The Articles of Incorporation of the Company are attached hereto as
Exhibit D. The Articles of Incorporation shall be amended to the extent
necessary to conform to the provisions of this Agreement. Any other amendment
to the Articles of Incorporation of the Company shall require the approval of
the Shareholders. In the event of a conflict or inconsistency between this
Agreement and the Articles of Incorporation, this Agreement shall control.
2.5 CAPITAL STRUCTURE
In accordance with its Articles of Incorporation, the Company shall be
permitted to have authorized, issued and outstanding only registered common
shares with a par value of Five Thousand Won (W5,000) of a single class with
equal rights, privileges and obligations. After giving effect to the
transaction contemplated in Section 2.1.1, a total of 77,000 of such common
shares are issued and outstanding and are held by the parties in the amounts
specified in Recital B to this Agreement. The Company shall not authorize or
issue additional shares without the approval of the Shareholders.
2.6 LOANS TO COMPANY
2.6.1 INITIAL LOAN FROM SDA
On a date to be mutually agreed upon by Anam and Summit, SDA shall make
a loan in the amount of Five Hundred Thousand United States Dollars (US$500,000)
to
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the Company in accordance with a loan agreement the form of Exhibit E hereto
(the "INITIAL LOAN"). The Initial Loan shall bear interest at a rate of five
percent (5%), compounded and payable semiannually, with the principal balance
due three years after the date hereof.
2.6.2 ADDITIONAL LOANS FROM SDA
The Company may make additional requests to SDA for loans in any
calendar quarter. Such request shall be submitted with a current balance
sheet, income statement and cash flow statement. Additionally, such request
shall include a projected cash flow requirement for the succeeding three
month period. If approved by the Board of Directors of SDA, SDA shall cause
such funds to be transferred to the Company within ten business day after
such approval and upon delivery by the Company of a loan agreement in the
form of Exhibit E hereto. Any such additional loan shall bear interest at a
rate of five percent (5%), compounded and payable semiannually, with the
principal balance due three years after the date made.
2.6.3 GUARANTEE OF SDA SHAREHOLDER LOANS
In consideration of the agreement of SDA to make the Initial Loan and to
consider making additional loans to the Company, the Company shall guarantee
loans by Summit and Anam to SDA in the amount of Seven Hundred Fifty Thousand
United States Dollars (US$750,000) each. Such guarantee shall be in the form of
Exhibit F hereto (the "GUARANTEE"), and shall be secured by a first priority
security interest in the property set forth on Schedule 2.6.3 hereto pursuant to
a security agreement in the form of Exhibit G hereto (the "SECURITY AGREEMENT").
2.6.4 NO OBLIGATION FOR ADDITIONAL LOANS
Except as provided in Sections 2.6.1 and 2.6.2, no Shareholder shall
make any loan to the Company except as approved by the Board.
2.7 PURCHASE OF ASSETS FROM ANAM
On a date to be mutually agreed upon by Anam and Summit, the Company
shall purchase from Anam, and Anam shall transfer to the Company free and clear
of all encumbrances, certain assets of Anam's existing design center business as
have been set forth in correspondence previously provided to the Company and
Summit. Such assets shall be transferred to the Company by such instruments as
are appropriate to convey all right, title and interest in such assets to the
Company. The purchase price for such assets shall be Four Hundred Thousand
United States Dollars
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(US$400,000), which shall be paid in immediately available funds to an
account specified by Anam.
2.8 SITE LICENSE FROM SUMMIT
On a date to be mutually agreed upon by Anam and Summit, the Company
shall purchase from Summit a site license for certain of Summit's EDA software
products, subject to the Summit License Agreement. The Company shall pay to
Summit in immediately available funds to such account as shall be specified by
Summit the sum of Four Hundred Thousand United States Dollars (US$400,000) in
consideration for such license.
ARTICLE III.
MANAGEMENT
3.1 BOARD OF DIRECTORS
The Board of Directors of the Company (the "BOARD") shall be comprised
of five persons (each, a "DIRECTOR"). The President of the Company shall be a
Director, and each of Anam and Summit shall designate two (2) persons to serve
as Directors. Each Shareholder shall agree to and take all acts (including the
voting of shares) necessary to cause the election of Summit's and Anam's
authorized designee(s) to the Board.
3.2 MEETINGS OF THE BOARD
The Board shall meet at least once every other month beginning May, 1998
through March 1999, and then at least once each calendar quarter thereafter.
Four Directors must be present to constitute a quorum at a meeting of the Board
for the transaction of business. Directors may participate in meetings in
person or by telephone. Meetings shall be held at such place and time as
determined by the Board, PROVIDED, HOWEVER, for any period during which the
Board cannot obtain an affirmative vote determining the location of Board
meetings, then the Board meetings shall alternate between the Company's
headquarters in Korea, and Summit's headquarters in the United States. Records
of proceedings of the Board shall be prepared by a secretary appointed by the
Board and shall be subject to the approval of the Board.
3.3 BOARD ACTION
Except as otherwise provided herein, the Board shall act upon the
affirmative vote of four Directors properly attending a duly convened meeting
of the Board. The
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Board also may take any action permitted to be taken at a meeting of the
Board by written consent signed by four Directors.
3.4 MATTERS REQUIRING BOARD ACTION
In addition to any requirements for Board action under applicable law,
neither the Company, nor any employee or agent of the Company shall incur any
costs or other obligations or make any decisions for or on behalf of the Company
with respect to any of the following matters, unless specifically authorized by
this Agreement, or approved by the Board:
(a) approval of any matter set forth in this Agreement requiring the
agreement or consent of the Shareholders;
(b) capital contributions or loans;
(c) borrowing or other financing by the Company;
(d) declaration, payment and distribution of any dividends from the
Company;
(e) dissolution or liquidation of the Company or the merger,
consolidation or sale of substantially all of the assets of the
Company;
(f) hiring of any executive for the Company or the remuneration to
any employee or agent of the Company in excess of an annual rate
of US$40,000;
(g) sale or other disposition of any material asset of the Company;
(h) bringing or settlement of any lawsuits;
(i) entering into any transaction by the Company with any Shareholder
or affiliated company or person of any Shareholder, including any
employee or agent thereof;
(j) any change in the name or location of the Company;
(k) any transaction out of the ordinary and usual course of business
of the Company, including, without limitation, the entering into
of any contract or arrangement by the Company in excess of
US$50,000 or for a period in excess of six (6) months;
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(l) entering into any agreement whereby the Company agrees to act as
a distributor for any products;
(m) amendment to the Articles of Incorporation of the Company;
(n) approval of the annual business plan and budget for the Company;
(o) authorization or issuance of any additional shares of the
Company; and
(p) election of officers of the Company and designation of their
respective duties.
3.5 OFFICERS
The Shareholders shall cause the Directors by resolution to elect the
following persons to the designated offices of the Company to serve in
accordance with the Articles of Incorporation of the Company:
President - initially, ▇.▇. ▇▇▇▇
Secretary - initially, the Company's controller (or ▇▇▇▇
▇▇▇ until a controller is hired)
Vice-President - initially, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Pursuant to this Section 3.5, each Shareholder shall agree to and take all acts
(including voting by its designated Director(s)) necessary to cause the election
of the Shareholders' designees as the officers set forth above.
3.6 SHAREHOLDER APPROVAL OR ACTION
Any matter or item that requires the approval of the Shareholders
pursuant to this Agreement or under applicable law (to the extent that
applicable law allows such provision) shall be approved upon the affirmative
vote or written consent of Shareholders owning seventy-five percent (75%) or
more of the issued and outstanding shares of the Company.
ARTICLE IV.
ACCOUNTING; BUDGETS, RECORDS AND REPORTS
4.1 FISCAL YEAR
The fiscal year of the Company shall be the calendar year.
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4.2 AUDITORS
The auditors for the Company shall be appointed by the Board, and for
the first fiscal year shall be Coopers & ▇▇▇▇▇▇▇ L.L.P., who shall review,
examine and audit the books and records of the Company.
4.3 ACCOUNTING PRINCIPLES
The books of account of the Company shall be maintained in accordance
with United States generally accepted accounting principles, consistently
applied, and shall be in such form as may reasonably be required by any
Shareholder.
4.4 ACCESS TO RECORDS
Each Shareholder through its duly authorized representatives shall be
entitled, at its own expense and at all reasonable times to examine and make
copies of any and all records, reports and documents which are under the control
of the Company or which belong or relate to the Company or any undertaking,
activity or operation of the Company.
4.5 REPORTS
(a) Each Shareholder, at the Company's expense, shall be entitled, as
promptly as possible after their preparation, to copies of all reports prepared
by the Company in connection with all undertakings, activities and operations of
the Company.
(b) Each Shareholder, at its own expense, may within reason require
the President of the Company to furnish to it detailed statements to be compiled
from the records and accounts of the Company, which relate to any undertaking,
activity or operation of the Company.
(c) Within fifteen (15) days after the end of each calendar quarter,
the Company shall furnish to each Shareholder a balance sheet, income statement,
and statement of cash flows, certified by the Company's controller to have been
prepared, to the best of his or her knowledge, in the form and in accordance
with the accounting principles required hereunder.
(d) Within twenty (20) days after the close of each fiscal year of
the Company, the Company shall furnish to each Shareholder audited financial
statements of the Company prepared by the Company's auditors.
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ARTICLE V.
RESTRICTIONS ON TRANSFERS OF SHARES
5.1 RESTRICTION ON TRANSFERABILITY
(a) All of the shares of the capital stock of the Company issued and
outstanding at any time shall be subject to the restrictions on transferability
contained in this Agreement, and each Shareholder hereby agrees that none of
such capital stock of the Company, nor any right, title or interest therein now
owned or hereafter acquired by either of them, shall be agreed to be or be sold,
assigned, transferred, pledged, encumbered, hypothecated or in any other way
disposed of, whether voluntary, involuntary, by operation of law or otherwise (a
"TRANSFER"), and no Transfer whatsoever of any of the capital stock of the
Company, or of any right, title or interest therein, whether voluntary,
involuntary, by operation of law or otherwise, shall be valid or binding except
as approved by the Shareholders, or as provided in Section 5.2. The Company
shall be under no obligation to recognize as a shareholder of the Company any
transferee of any of the Company's capital stock owned by a Shareholder, which
was transferred to such transferee other than in compliance with the terms and
restrictions of this Agreement and, unless so complied with, any transferee of
such capital stock shall have no rights as a shareholder in the Company in
respect of such capital stock.
(b) Upon the execution of this Agreement, each certificate of shares
of capital stock in the Company shall be endorsed by a legend as follows:
"The shares of capital stock evidenced by this certificate are
subject to the restrictions and options stated in, and are
transferable only upon compliance with, the provisions of an
Agreement dated as of May 12, 1998 among the Shareholders of the
Company."
5.2 RIGHT OF SUMMIT TO EXCHANGE SHARES WITH ANAM
Upon and after a Summit Termination Event as defined by and pursuant to
the SDA Shareholders Agreement, Summit and SDA shall be entitled to transfer all
of their shares of the Company to Anam in exchange for all of Anam's shares of
SDA, and each Shareholder hereby consents to such transfer of Company shares.
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ARTICLE VI.
TERMINATION; ASSUMPTION OF DEBT UPON A SUMMIT TERMINATION EVENT
6.1 TERM
The term of the Company shall be perpetual. The Company may be
terminated at any time by agreement of the Shareholders or as otherwise provided
by law. In such event the Board shall do all acts necessary to promptly
dissolve the Company and wind up its affairs.
6.2 ASSUMPTION OF DEBT UPON SUMMIT TERMINATION EVENT
Upon and after a Summit Termination Event as defined by and pursuant to
the SDA Shareholders Agreement, if Summit elects to exchange all of its shares
of the Company and demands that the Company assume all then outstanding loan
obligations of SDA to its shareholders other than Summit, then the Company,
without additional compensation or consideration, shall assume all of such loans
and obligations thereunder, and shall thereafter indemnify and hold SDA harmless
from any liability therefor. The Company shall execute and deliver all
documents requested by Summit or SDA to effect the foregoing.
ARTICLE VII.
CONFIDENTIALITY
Each Shareholder and the Company shall keep strictly confidential and
not disclose to any third party, except to its employees or agents on a
must-know basis, the confidential business aspects of the Company, except as may
be required in connection with filings with governmental agencies or courts or
as otherwise required under applicable law. To the extent that information
pertaining to the confidential aspects of business of the Company is revealed,
each Shareholder and the Company shall use their respective best efforts to have
the persons receiving such information maintain it in confidence.
ARTICLE VIII.
REPRESENTATIONS AND WARRANTIES
8.1 ANAM
Anam hereby represents and warrants to the Company and to the other
Shareholders that Anam is a corporation duly formed, validly existing and in
good
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standing under the laws of the Republic of Korea with full corporate power
and authority to enter into and perform this Agreement in accordance with its
terms.
8.2 SUMMIT
Summit hereby represents and warrants to the Company and to the other
Shareholders that Summit is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware with full corporate
power and authority to enter into and perform this Agreement in accordance with
its terms.
8.3 SDA
SDA hereby represents and warrants to the Company and to the other
Shareholders that SDA is a corporation duly formed, validly existing and in good
standing under the laws of Hong Kong with full corporate power and authority to
enter into and perform this Agreement in accordance with its terms.
ARTICLE IX.
MISCELLANEOUS
9.1 EXPENSE
The costs incurred by each Shareholder, except legal and accounting
costs, in respect of the preparation, negotiation or execution of this Agreement
or any Exhibit hereto shall be borne by the Shareholder incurring such costs and
shall not be deemed an expense of the Company. The Company shall reimburse each
Shareholder for the legal and accounting costs incurred by such Shareholder in
respect of the preparation, negotiation or execution of this Agreement and any
Exhibit hereto.
9.2 NOTICES
All notices, consents, instructions, and requests authorized or required
to be given or made by or pursuant to this Agreement shall be given or made in
writing and either personally served on an officer of the party to whom it is
given or by certified/registered letter, postage prepaid or sent by facsimile
transmission addressed as follows:
If to Summit: Summit Design, Inc.
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Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
Copy to: ▇▇▇▇▇▇▇ Coie
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Attention: ▇▇▇ ▇. ▇▇▇▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
If to Anam: Anam S&T
3rd Floor Anam Building
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▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇
Fax No.: ▇▇▇-▇▇▇-▇▇▇▇
If to the Company: Asia Design Corporation
▇▇▇▇▇ ▇▇▇, ▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇-▇ ▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇
▇▇▇▇▇, ▇▇▇-▇▇▇, ▇▇▇▇▇
Attention: ▇. ▇. ▇▇▇▇
Fax No: ▇▇-▇-▇▇▇-▇▇▇▇
or at such address or facsimile number as a Shareholder may specify by notice to
the other Shareholders. Notices, consents, instructions, and requests shall be
deemed served or given, if mailed, on the tenth (10th) day after the date of
mailing, and if sent by facsimile transmission, on the day after they are
transmitted, and if delivered, on the date of such delivery.
9.3 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon, without regard to the choice of law provisions of
the State of Oregon or any other jurisdiction.
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9.4 VENUE
The parties hereby irrevocably submit in any suit, action or proceeding
arising out of or related to this Agreement or any of the transactions
contemplated hereby or thereby to the jurisdiction of the United States District
Court for the District of Oregon located in Multnomah County and waive any and
all objections to jurisdiction that they may have under the laws of the State of
Oregon, the United States, or the Republic of Korea.
9.5 ENTIRE AGREEMENT
This Agreement and the other agreements and documents referred to herein
constitute the entire agreement between the Shareholders with respect to the
Company and supersede all other prior representations, negotiations, writings,
memoranda and agreements with respect thereto.
9.6 AMENDMENT
No modification, variation or amendment to this Agreement shall be of
any force unless such modification, variation or agreement is in writing and has
been signed by all of the Shareholders.
9.7 NO WAIVER
No waiver of any breach of this Agreement or any of the terms hereof
shall be effective unless such waiver is in writing and signed by the party
against whom such waiver is claimed. No waiver of any breach shall be deemed to
be a waiver of any other or subsequent breach.
9.8 SUCCESSORS AND PERMITTED ASSIGNS
Subject to the provisions hereof, this Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns.
9.9 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same instrument.
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9.10 SEVERABILITY
If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
9.11 FURTHER ASSURANCES
Each Shareholder shall execute such assignments, endorsements,
evidences of transfer and other instruments and documents and shall give
further assurances as shall be necessary to perform its obligations hereunder
and shall execute such estoppel and other documents as are reasonably
requested by any other Shareholder regarding the status of the Company.
9.12 LIMITATION ON RIGHTS OF OTHERS
This Agreement is entered into by the Company and the Shareholders for
the exclusive benefit of the Company, the Shareholders, and their successors
and permitted assigns. This Agreement is not intended for the benefit of any
creditor of the Company or any other Person. No creditor or third party
shall have any rights under this Agreement or under any other agreement
between the Company and any Member with respect to any contribution to the
Company or otherwise.
9.13 DISCLAIMER OF AGENCY
This Agreement does not create any entity or relationship beyond the
scope set forth herein, and except as otherwise expressly provided herein,
this Agreement shall not constitute any Shareholder the legal representative
or agent of the other, nor shall any Shareholder or any affiliate of a
Shareholder have the right or authority to assume, create or incur any
liability or obligation, express or implied, against, in the name of or on
behalf of any other Shareholder or the Company.
9.14 OTHER SHAREHOLDERS
The Company and Anam agree to cause any shareholder of the Company,
other than the parties that have executed this Agreement, to execute an
addendum to this Agreement in the form of Exhibit H hereto, acknowledging
that each such shareholder is bound by the provisions of this Agreement as
though such shareholder were an original signatory hereto.
IN WITNESS WHEREOF the parties hereto have hereunto executed this
Agreement as of the day and year first above written.
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ASIA DESIGN CORPORATION, LTD.,
a Korean corporation
By: /s/ ▇.▇. ▇▇▇▇
--------------------------------
Name: Ki Hong Kwon
Title: President
SUMMIT DESIGN, INC.
By: /s/ C. ▇▇▇▇▇▇ ▇▇▇▇
-------------------------------
Name: C. ▇▇▇▇▇▇ ▇▇▇▇
Title: Chief Financial Officer
ANAM S&T CO., LTD
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇
Title: President
SUMMIT DESIGN ASIA, LTD.,
a Hong Kong corporation
By: /s/ ▇.▇. ▇▇▇▇
------------------------------
Name: ▇.▇. ▇▇▇▇
Title: Director
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EXHIBIT A
TO
ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
[INTENTIONALLY OMITTED]
EXHIBIT B
TO
ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
EXHIBIT C
TO
ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
EXHIBIT D
TO
ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
EXHIBIT E
TO
ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
EXHIBIT F
TO
ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
EXHIBIT G
TO
ASIA DESIGN CORPORATION, LTD.
SHAREHOLDERS AGREEMENT
