Exhibit 99.3
IRREVOCABLE PROXY
In accordance with the provisions of Section 705 of the California
Corporations Code, I, Xxxxxxx X. Xxxxx, shareholder of MicroSim Corporation, a
California corporation (the "Company"), in consideration of the agreement of
OrCAD, Inc., a Delaware corporation ("OrCAD") to purchase all of the shares of
the Company's common stock, no par value per share, standing in my name on the
Company's books as of the date hereof (the "Shares") pursuant to the terms and
conditions of that certain Agreement and Plan of Merger dated of even date
herewith by and among OrCAD, OCA Merger Corporation, an Oregon corporation and
wholly-owned subsidiary of OrCAD, and the Company, (the "Merger Agreement"), do
hereby irrevocably appoint OrCAD or its designee to be my proxy agent, with full
power of substitution, to vote all of the Shares at all meetings of
shareholders, or any adjournment or adjournments thereof, and in all written
consents of shareholders, with respect to all matters submitted to the
shareholders of the Company for approval if and to the extent such matters
relate to the transactions contemplated by the Merger Agreement ("Transaction").
The foregoing appointment of OrCAD or its designee as my proxy agent with
respect to the matters set forth above shall continue from the date of this
Irrevocable Proxy through the earlier of (a) consummation of the Transaction, or
(b) termination of the Merger Agreement, and during that time, OrCAD or its
designee shall have all the power I would possess with respect to the matters
set forth above. I hereby ratify and confirm all acts OrCAD or its designee may
do or cause to be done by virtue of and within the limitations of this
Irrevocable Proxy.
I hereby revoke all previous proxies given by me with respect to my
shares of the Company's common stock.
I HEREBY WAIVE ALL RIGHT TO CANCEL OR REVOKE THIS IRREVOCABLE PROXY AT
ANY TIME DURING THE TIME PERIOD SET FORTH ABOVE, AND DO HEREBY ACKNOWLEDGE THAT
THIS PROXY IS IRREVOCABLE PURSUANT TO SECTION 705(e)(2) OF THE CALIFORNIA
CORPORATIONS CODE.
IN WITNESS WHEREOF, I have executed this Irrevocable Proxy on October 13,
1997.
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
