EXHIBIT 10.77
STOCK TRANSFER AGREEMENT
This Stock Transfer Agreement (the "Agreement") is made and entered into
as of April 19, 2002, by and between Elex N.V., a Belgian corporation
("Transferor") and Catalyst Semiconductor, Inc., a Delaware corporation
("Transferee").
AGREEMENT
The parties hereby agree as follows:
1. TRANSFER AND SALE. Subject to the terms and conditions of this
Agreement, Transferor agrees to transfer and sell 1,500,000 shares of Common
Stock of Transferee standing in Transferor's name on Transferee's books and
represented by Certificate No(s). FBU 1598 (the "Shares") to Transferee, and
Transferee agrees to purchase the Shares from Transferor, as of the Closing Date
(as defined below), at a purchase price of US $3.1255 per share.
2. CLOSING. The transfer and sale of the Shares pursuant to this
Agreement shall occur simultaneously with the execution of this Agreement by the
parties or as soon thereafter as possible (the "Closing Date"). On the Closing
Date, Transferor shall deliver to Transferee the original certificate or
certificates representing the Shares, registered in the name of Transferor, duly
endorsed by Transferor for transfer to Transferee or accompanied by an
Assignment Separate from Certificate in the form attached to this Agreement as
Exhibit A executed by Transferor in favor of Transferee (and guaranteed by bank
or gold medallion signature or such other method as is required by Transferee's
transfer agent in order to facilitate the transfer of the Shares) against
payment of the aggregate purchase price for the Shares of $4,688,250, which
shall be paid by wire transfer to an account designated by Transferor.
3. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR. In connection with the
transfer of the Shares to Transferee, Transferor hereby represents and warrants
that:
(a) Transferor is the sole beneficial owner of the Shares;
(b) Transferor owns the Shares free and clear of any liens or
encumbrances (other than restrictions on transfer under applicable state
and federal laws and any restrictions under the Original Agreements (as
defined below));
(c) Transferor has good and marketable title to the Shares and
the right and authority to sell the Shares to the Transferee pursuant to
this Agreement and without any third party consent;
(d) All corporate action on the part of Transferor necessary for
the authorization, execution and delivery of this Agreement, the
performance of all obligations of the Transferor hereunder, including
delivery of the Shares, and this Agreement when executed by Mr.
Duchatelet on behalf of Transferor, shall constitute valid and legally
binding obligations of Transferor, enforceable against Transferor in
accordance the terms of this Agreement;
(e) Transferor has complied and shall continue to comply with all
of its obligations contained in the Original Agreements; and
(f) Transferor will cooperate with Transferee in the completion
and filing of all applicable filings which may be required to be made
with the Securities and Exchange Commission in connection with this
transaction pursuant to the Exchange Act of 1934, as amended.
4. REMAINING SHARES. The transfer and sale of the Shares by Transferor
to Transferee pursuant to the terms of this Agreement shall in no way alter any
of Transferor's obligations which are set forth in (i) the Common Stock Purchase
Agreement dated as of May 3, 1998 entered into by and between Transferor and
Transferee; (ii) the Common Stock Purchase Agreement dated as of September 14,
1998 entered into by and between Transferor and Transferee; and (iii) the
Amended and Restated Standstill Agreement by and between Transferor and
Transferee dated as of September 14, 1998 (collectively, the "Original
Agreements") including without limitation, with respect to any of the remaining
four million (4,000,000) shares of Transferee's Common Stock which were
purchased by Transferor pursuant to the Original Agreements and which continue
to be held by Transferor and any shares of Transferee's Common Stock that are
purchased on and after the Closing Date in accordance with the Original
Agreements (the "Standstill Shares"). Further, in no way shall Transferee's
execution of this Agreement constitute a waiver by Transferee with respect to
any rights it may have with respect to the Standstill Shares pursuant to the
Original Agreements.
5. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
California, without giving effect to principles of conflicts of law.
(b) ENTIRE AGREEMENT; AMENDMENT. Except as expressly set forth
herein, this Agreement sets forth the entire agreement and understanding of the
parties relating to the subject matter herein and merges all prior discussions
between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed
by the parties to this Agreement.
(c) NOTICES. Any notice required or permitted by this Agreement
shall be in writing and shall be deemed sufficient when delivered personally or
sent by fax (as evidenced by sender's confirmation receipt) or forty-eight (48)
hours after being deposited in the U.S. mail, as certified or registered mail,
with postage prepaid, and addressed to the party to be notified at such party's
address as set forth below or as subsequently modified by written notice.
(d) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.
The parties have executed this Stock Transfer Agreement as of the date
first set forth above.
ELEX N.V.
/s/ Xxxxxx Xxxxxxxxxx
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By: Xxxxxx Xxxxxxxxxx
Its: Chairman of the Board
CATALYST SEMICONDUCTOR, INC.
/s/ Xxxx X. Xxxxx
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By: Xxxx X. Xxxxx
Its: President and Chief Executive Officer
SIGNATURE PAGE TO STOCK TRANSFER AGREEMENT
EXHIBIT A
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED and pursuant to that certain Stock Transfer Agreement
by and between the undersigned ("Transferor") and Catalyst Semiconductor, Inc.
(the "Company") dated April 19, 2002 (the "Agreement"), Transferor hereby sells,
assigns and transfers unto the Company 1,500,000 shares of the Common Stock of
the Company standing in Transferor's name on the Company's books and represented
by Certificate No(s). FBU 1598, and does hereby irrevocably constitute and
appoint EquiServe Trust Company N.A. to transfer said stock on the books of the
Company with full power of substitution in the premises.
Dated:
Signature:
ELEX N.V.
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By: Xxxxxx Xxxxxxxxxx
Its: Chairman of the Board
