EXHIBIT 1.2.5
AGREEMENT
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This Agreement is entered into as of April 15, 1998 by and among Artisan
Components, Inc., a Delaware corporation (the "Company"), Synopsys, Inc., a
Delaware corporation ("Synopsys"), Deutsche Bank AG, London Branch ("Deutsche
Bank") and Deutsche Xxxxxx Xxxxxxxx Inc., Xxxxxxxxx & Xxxxx LLC and Xxxx
Xxxxxxxx Xxxxxxx, a division of Xxxx Xxxxxxxx Incorporated, as representatives
(the "Representatives") of the underwriters named in Schedule 1 (the
"Underwriters") of that certain Underwriting Agreement (the "Underwriting
Agreement"), dated as of April __, 1998, among the Company, the Selling
Stockholders and the Underwriters for whom the Representatives are acting as
representatives. All terms not defined herein shall have the meanings ascribed
to them in the Underwriting Agreement.
RECITALS
WHEREAS, Synopsys has entered into a forward sale, effective upon the First
Closing Date, of 891,448 shares of Common Stock of the Company (the "Synopsys
Shares") with Deutsche Bank pursuant to, and subject to the terms of, that
certain ISDA Master Agreement and the related confirmation dated April 15, 1998
(collectively, the "Forward Sale Contract");
WHEREAS, Deutsche Bank intends to hedge its forward purchase of the
Synopsys Shares by selling short through Deutsche Xxxxxx Xxxxxxxx Inc. an
equivalent number of shares of Common Stock as part of the Offering;
WHEREAS, Synopsys has agreed to lend to Deutsche Bank the Synopsys Shares
immediately prior to the Closing Date pursuant to that certain Master Securities
Loan Agreement (including Annex II thereto) and the related term sheet each
dated as of April 15, 1998 (collectively, the "Loan Agreement") so that Deutsche
Bank can use the borrowed shares to effect the short sale described in the
paragraph above; and
WHEREAS, Deutsche Xxxxxx Xxxxxxxx Inc. will deliver the Prospectus in
connection with any short sales of shares effected on Deutsche Bank's behalf.
NOW, THEREFORE, the parties hereto agree as follows:
1. Synopsys will comply with the provisions of Section 3(b) of the
Underwriting Agreement exactly as if it were a Selling Stockholder that was a
party to the Underwriting Agreement, except that the transactions contemplated
by the Synopsys Agreements (as defined below), and performance by Synposys
thereunder, shall not constitute a violation or breach thereof.
2. Synopsys will bear and pay all of its costs and expenses of the types
set forth in Section 4(b) of the Underwriting Agreement (assuming that
references in such Section 4(b) to "this Agreement" shall be interpreted to
mean, in lieu of the Underwriting Agreement, each of this Agreement, the related
Custody Agreement between Synopsys and BankBoston, N.A. (the "Custody
Agreement"), the Forward Sale Contract and the Loan Agreement which are
collectively referred to herein as the "Synopsys Agreements").
3. Synopsys represents and warrants to, and agrees with, each of the
several Underwriters each of the representations, warranties and agreements made
by the Selling Stockholders in Section 5(b) of the Underwriting Agreement, other
than the representation and warranty contained in paragraph (vi) thereof, and
agrees that each of the representations and warranties made shall be deemed to
be repeated at the closing held on the First Closing Date (provided that (A)
references in such Section 5(b) to "this Agreement" shall be interpreted to
mean, in lieu of the Underwriting Agreement, each of the Synopsys Agreements and
the words "hereunder" or "herein" shall mean under or as provided in the
Synopsys Agreements, (B) references in such Section 5(b) to a Custody Agreement
shall mean the Custody Agreement (as defined herein), (C) references to the
Underwriters in Sections 5(b)(i) and (ii) shall be deemed to be references to
Deutsche Bank, (D) references in Section 5(b)(ii) to a "Power-of-Attorney" and
to an "Attorney-in-Fact" shall not be applicable, (E) the reference to "price"
in Section 5(b)(ii) is subject to the terms of the Forward Sale Contract, (F)
the transactions contemplated by the Synopsys Agreements, and performance by
Synposys thereunder, shall not constitute a violation or breach the
representations and warranties contained in Section 5(b)(iv), (G) references in
such Section 5(b) to "Shares" shall be deemed to be references to the Synopsys
Shares, (H) the first sentence of Section 5(b)(ii) shall be deemed only a
representation and warranty by Synopsys that it has duly executed and delivered
the Custody Agreement, and (I) all statements made under Section 5(b)(v) shall
be limited to the information regarding Synopsys in the table in "Principal and
Selling Stockholders" (including the footnotes thereto) and in the second
paragraph of "Principal and Selling Stockholders--Synopsys Shares").
4. Synopsys will provide and be entitled to indemnification and
contribution pursuant to Sections 6(c)-(f) of the Underwriting Agreement exactly
as if it were a Selling Stockholder that was a party to the Underwriting
Agreement and as if the Synopsys Shares sold by the Underwriters in the Offering
were sold by Synopsys to the Underwriters pursuant to the Underwriting Agreement
(provided that references in such Section 6 to Section 5(b) of the Underwriting
Agreement (including any subsections thereof) shall, with respect to Synopsys,
be deemed references to such Section 5(b) (or subsections thereof) as modified
by the provisions of Section 3 hereof).
5. Synopsys will provide a legal opinion from Xxxxxxx Phleger & Xxxxxxxx
LLP to the Underwriters, dated the Closing Date, to the effect that:
(i) Synopsys has full corporate power to enter into each of the
Synopsys Agreements, to lend and deliver the Synopsys Shares to
Deutsche Bank and to perform its obligations under each of the
Synopsys Agreements; the execution and delivery of each of the
Synopsys Agreements has been duly authorized by all necessary
action of Synopsys; each of the Synopsys Agreements has been duly
executed and delivered by Synopsys; assuming due authorization,
execution and delivery by each party to the Synopsys Agreements
(other than Synopsys), each of the Synopsys Agreements is the
legal, valid, binding and enforceable instrument of Synopsys,
subject to applicable bankruptcy, insolvency and similar laws
affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law);
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(ii) to such counsel's knowledge, based solely upon an officers
certificate executed by an officer of Synopsys and without having
performed any independent verification or investigation of the
facts stated therein, the loan and delivery of the Synopsys
Shares to Deutsche Bank, the forward sale of the Synopsys Shares
to Deutsche Bank, the compliance by Synopsys with the other
provisions of the Synopsys Agreements and the consummation of the
other transactions contemplated herein and therein do not (x)
require the consent, approval, authorization, registration or
qualification of or with any governmental authority, except such
as have been obtained and such as may be required under state
securities or Blue Sky laws, or (y) conflict with or result in a
breach or violation of any of the terms and provisions of, or
constitute a default under any indenture, mortgage, deed of
trust, lease or other agreement or instrument to which Synopsys
or any of its subsidiaries is a party or by which Synopsys or any
of its subsidiaries or any of their respective properties are
bound, or the charter documents or bylaws of Synopsys or any of
its subsidiaries or any statute, rule or regulation or any
judgment, decree, order of any court or other governmental
authority or any arbitrator applicable to Synopsys or any of its
subsidiaries.
6. Synopsys will deliver a certificate, dated the First Closing Date, to
the effect that:
(i) the representations and warranties of Synopsys in this Agreement
are true and correct as if made on and as of the First Closing
Date;
(ii) Synopsys has performed all covenants and agreements on its part
to be performed or satisfied at or prior to the First Closing
Date.
7. Effective upon the sale of any of the Synopsys Shares to Deutsche Bank
pursuant to the Forward Sale Contract, Synopsys hereby transfers and assigns to
Deutsche Bank its registration rights with respect to such Synopsys Shares
pursuant to that certain Amended and Restated Registration Rights Agreement of
the Company dated December 17, 1996 (the "Rights Agreement"). Deutsche Bank
hereby accepts such assignment subject to the terms of the Rights Agreement.
The Company hereby consents to such assignment pursuant to Section 1.14 of the
Rights Agreement.
8. Synopsys agrees to be bound by the provisions of Sections 10 and 11 of
the Underwriting Agreement exactly as if it were a Selling Stockholder that was
a party to the Underwriting Agreement, except that with respect to Section 10,
the reference to "Selling Stockholder's refusal, inability, or failure to
satisfy any condition to the obligations of the Underwriters set forth in
Section 7" shall refer only to Synopsys' inability, refusal or failure to
satisfy any conditions to be satisfied prior to the First Closing Date in the
Loan Agreement or this Agreement.
9. The parties hereto shall, with respect to this Agreement only, be bound
by the provisions of Sections 12, 13(a), 13(d), 13(e), 13(f), 14 and 15 of the
Underwriting Agreement, provided that (A) references in such Sections to "this
Agreement" shall be interpreted to mean this Agreement (in lieu of the
Underwriting Agreement), (B) the last sentence of Section 13(f)
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shall only apply to the extent that the parties have agreed hereunder to be
bound by the Sections referred to in such last sentence, (C) references to
"Shares" in such Sections shall mean the Synopsys Shares, and (D) notices to
Synopsys under this Agreement shall be provided to the address specified in
Schedule A to the Loan Agreement.
10. This Agreement constitutes the "side agreement" referred to in the
definition of "Effective Date" under the Forward Sale Contract. This Agreement
shall first become effective as of the Effective Date under the Forward Sale
Contract.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ARTISAN COMPONENTS, INC.
By___________________________________________
Chief Executive Officer
SYNOPSYS, INC.
By___________________________________________
Duly Authorized Officer
DEUTSCHE XXXXXX XXXXXXXX INC.
XXXXXXXXX & XXXXX L.L.C.
XXXX XXXXXXXX XXXXXXX
(a division of Xxxx Xxxxxxxx Incorporated)
By: DEUTSCHE XXXXXX XXXXXXXX INC.
By___________________________________________
Duly Authorized Officer
By___________________________________________
Duly Authorized Officer
For itself and on behalf of the Representatives.
DEUTSCHE BANK AG, LONDON BRANCH
By___________________________________________
Duly Authorized Officer
By___________________________________________
Duly Authorized Officer
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