EXHIBIT 10.16
STOCK PURCHASE AND SALE AGREEMENT
(Sale by Selling Shareholders)
This Stock Purchase and Sale Agreement (this "Agreement") is made and
entered into as of this 28th day of September, 2000 by and among Philips
Semiconductors as Corporate Seller, The Wilnai Grantor Retained Annuity Trust,
The Wilnai Family Trust dated November 12, 1997 and the Tzarnotzky Grantor
Retained Annuity Trust, as Trust Sellers and Peretz Tzarnotzky, Guy and Ilanit
Wilnai and Iris Wilnai, as Individual Sellers, as set forth on EXHIBIT A (with
those listed on Exhibit A sometimes referred to individually herein as "Seller"
or collectively as "Sellers"), and Agilent Technologies, Inc. ("Agilent")
(sometimes referred to individually herein as "Purchaser").
WHEREAS, Sellers currently hold an aggregate of 11,326,564 shares (the
"Aggregate Shares") of the Common Stock of Computer Access Technology
Corporation (the "Company"); and
WHEREAS, Sellers intend to sell certain of the Aggregate Shares, and the
Purchaser intends to buy a portion of certain Aggregate Shares being sold,
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, based on the foregoing and other due and proper
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties to the Agreement agree as follows:
1. Shares. Sellers agree to sell an aggregate number of shares of the
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Company's Common Stock to be determined by dividing (i) the purchase price per
share of Common Stock paid to the Company by the public in the Initial Public
Offering of Common Stock of the Company ("IPO") occurring on or before March
31, 2001 into (ii) $3 million (the "Shares"). The number of Shares to be
individually sold by each Seller and delivered to and paid for by Purchaser
shall be in proportion to Sellers' respective percentages of ownership of the
Aggregate Shares.
2. Sale of Stock. At the Closing, the Sellers shall sell and deliver to
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Purchaser, and Purchaser agrees to purchase and accept from the Sellers, the
Shares free and clear of all liens, encumbrances and restrictions of any kind or
nature whatsoever other than applicable securities laws and the Lock-Up
Agreement described in Section 7 below, on the terms and subject to the
conditions set forth in this Agreement, for the total purchase price of $3
million, such amount to be paid and delivered to the Sellers account as directed
by the Sellers' Representative (as hereafter defined) not less than five (5)
business days prior to the Closing.
3. Closing. Upon the effective date of the IPO (the "Closing Date") the
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purchase price for the Shares shall be delivered to the Sellers' account by
Purchaser by wire transfer pursuant to the Sellers' Representative's
instructions delivered to the Purchaser not less than five (5) business days
prior to the Closing. Sellers shall cause CATC to deliver to the Purchaser one
certificate issued in the name of Agilent representing the Shares being sold by
Sellers in the aggregate hereunder, duly endorsed for transfer, or accompanied
by duly executed assignments separate
from certificate, transferring to Purchaser good and marketable title to the
Shares, free and clear of all liens, encumbrances and restrictions of any kind
or nature whatsoever other than applicable securities laws and the Lock-Up
Agreement described in Section 7 below (the "Closing").
4. Representations and Warranties of Seller. Each Seller hereby represents and
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warrants to, and covenants and agrees with, Purchaser with respect to such
Seller's Shares that as of the Closing Date:
a. Ownership of Shares. Such Seller owns of record and beneficially all
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of the Seller's Shares and has good and marketable title to such Shares, free
and clear of all liens, encumbrances and restrictions of any kind or nature
whatsoever other than applicable securities laws.
b. Delivery of Good Title. Upon delivery of the Shares and payment of the
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purchase price therefor pursuant to this Agreement, Purchaser will have good and
marketable title to the Shares, free and clear of all liens, encumbrances and
restrictions of any kind or nature whatsoever, other than applicable securities
laws and the Lock-Up Agreement described in Section 7 below.
c. Organization Good Standing and Qualification of Seller Philips. Each
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Corporate Seller represents that it: (1) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware;
(ii) is duly qualified to transact business and is in good standing in each
jurisdiction in which such qualification is required; and (iii) has all required
power and authority necessary to own and operate its property, to carry on its
business as now conducted and presently proposed to be conducted and to carry
out the transactions contemplated by this Agreement.
d. Authorization. All corporate action on the part of each Corporate
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Seller, its officers, directors and stockholders, trust actions on the part of
each Trust Seller, and individual actions of each Individual Seller, necessary
for the authorization, execution and delivery of this Agreement and all other
agreements, documents or instruments contemplated hereby to which each Seller is
a party, the performance of all obligations of each Seller hereunder and
thereunder, has been or will be taken prior to the Closing. This Agreement and
all other agreements, documents or instruments contemplated hereby to which each
Seller is a party constitute valid and legally binding obligations of each
Seller, enforceable in accordance with their respective terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting enforcement of creditors' rights
generally, and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies.
e. No Consents Required. No consent, approval, order or authorization of,
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or registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority, and no notice to or consent of
any third party, on the part of any Seller is required in connection with the
consummation of the transactions contemplated by this Agreement.
2.
f. Offering. Subject in part to the truth and accuracy of Purchaser's
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representations set forth in Section 4 of this Agreement, the offer, sale and
issuance of the Shares as contemplated by this Agreement are exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and the qualification or registration requirements of all
applicable blue sky laws. Neither CATC, the Sellers nor any authorized agent
acting on CATC's or any of the Sellers' behalf will take any action hereafter
that would cause the loss of such exemptions.
g. Disclosure. Each Seller has fully provided the Purchaser with all
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the information that the Purchaser has requested for deciding whether to
purchase the Shares and all information that the Purchaser believes is
reasonably necessary to enable the Purchaser to make such decision. To the best
of each Seller's knowledge after due inquiry, neither this Agreement (including
all the exhibits and schedules hereto) nor any other statements or certificates,
made or delivered in connection herewith contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
herein or therein not misleading in light of the circumstances under which they
were made. Except as set forth in this Agreement or the Schedules or Exhibits
attached hereto, there is no fact that any Seller has not disclosed to the
Purchaser in writing and, in the case of each Corporate Seller, of which any of
its officers, directors or executive employees is aware and that has had or
would reasonably be expected to have a material adverse effect upon the
financial condition, operating results, assets, customer or supplier relations,
employee relations or business prospects of the Company. Seller agrees to
provide the Purchaser with such other information regarding Seller as Purchaser
shall reasonably request prior to the Closing.
h. Corporate Seller Compliance. The Corporate Seller has full right,
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authority and power under its governing charter documents to enter into this
Agreement and each agreement, document and instrument to be executed and
delivered by or on behalf of the Corporate Seller pursuant to or as contemplated
by this Agreement and to carry out the transactions contemplated hereby and
thereby. The execution, delivery and performance by the Corporate Seller of this
Agreement and each such other agreement, document and instrument, and the
performance of the transactions contemplated hereby and thereby, do not and will
not: (i) violate, conflict with or result in a default (whether after the giving
of notice, lapse of time, or both) under any contract or obligation to which the
Corporate Seller is a party or by which it or its assets are bound; (ii) violate
or result in a violation of, or constitute a default under, any provision of any
law, regulation or rule, or any order of, or any restriction imposed by, any
court or other governmental agency applicable to the Corporate Seller; or (iii)
except for such filings as are required pursuant to applicable federal and state
securities laws and blue sky laws which filings will be effected within the
required statutory periods, require from the Corporate Seller any notice to,
declaration or filing with, or consent or approval of any governmental authority
or other third party.
i. Trust Seller Compliance. Each Trust Seller has full right,
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authority and power under its declaration of trust to enter into this Agreement
and each agreement, document and instrument to be executed and delivered by or
on behalf of each Trust Seller pursuant to or as contemplated by this Agreement
and to carry out the transactions contemplated hereby and thereby. The
execution, delivery and performance by each Trust Seller of this Agreement and
each such other agreement, document and instrument, and the performance of the
transactions
3.
contemplated hereby and thereby, do not and will not: (i) violate, conflict with
or result in a default (whether after the giving of notice, lapse of time, or
both) under any contract or obligation to which each Trust Seller is a party or
by which it or its assets are bound; (ii) violate or result in a violation of,
or constitute a default under, any provision of any law, regulation or rule, or
any order of, or any restriction imposed by, any court or other governmental
agency applicable to each Trust Seller; or (iii) except for such filings as are
required pursuant to applicable federal and state securities laws and blue sky
laws which filings will be effected within the required statutory periods,
require from each Trust Seller any notice to, declaration or filing with, or
consent or approval of any governmental authority or other third party.
j. Individual Seller Compliance. The execution, delivery and performance
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by each Individual Seller of this Agreement and each such other agreement,
document and instrument, and the performance of the transactions contemplated
hereby and thereby, do not and will not: (i) violate, conflict with or result in
a default (whether after the giving of notice, lapse of time, or both) under any
contract or obligation to which the Individual Seller is a party or by which he
or she or his or her assets are bound; (ii) violate or result in a violation of,
or constitute a default under, any provision of any law, regulation or rule, or
any order of, or any restriction imposed by, any court or other governmental
agency applicable to the individual Seller; or (iii) except for such filings as
are required pursuant to applicable federal and state securities laws and blue
sky laws which filings will be effected within the required statutory periods,
require from the Individual Seller any notice to, declaration or filing with, or
consent or approval of any governmental authority or other third party.
5. Representations and Warranties of the Purchaser.
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a. Suitability of Investment. Purchaser represents to the Sellers that:
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(i) it has such knowledge and experience in financial and business matters that
it is capable of evaluating the merits and risks of the investment contemplated
by this Agreement and making an informed investment decision with respect
thereto; (ii) it is able to bear the economic risk of an investment in the
Shares and can afford to sustain a substantial loss on such investment; (iii) it
has had, during the course of this transaction, the opportunity to ask questions
and receive answers from the Seller concerning the Company and this Agreement;
(iv) it is an "accredited investor" as such term is defined in Rule 501 under
the Securities Act; and (v) it is purchasing the Shares for its own account, for
investment only and not with a view to, or any present intention of effecting a
distribution of such securities or any part thereof except pursuant to a
registration or an available exemption under applicable law. Purchaser
acknowledges that the Shares have not been registered under the Securities Act
or the securities laws of any state or other jurisdiction and cannot be disposed
of unless the Shares are subsequently registered under the Securities Act and
any applicable state laws or an exemption from such registration is available.
b. Shares Not Registered. The Purchaser understands that the Shares have
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not been registered under the Securities Act, that there is no public market for
the Shares and that it must bear the economic risk of investment in the Company
for an indefinite period of time.
c. Authority to Purchase. Purchaser has full right, authority and power
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under its governing charter documents to enter into this Agreement and each
agreement, document and instrument to be executed and delivered by or on behalf
of the Purchaser pursuant to or as
4.
contemplated by this Agreement and to carry out the transactions contemplated
hereby and thereby, and the execution, delivery and performance by the Purchaser
of this Agreement and each such other agreement, document and instrument have
been duly authorized by all necessary action under Purchaser's governing charter
documents. This Agreement and each agreement, document and instrument executed
and delivered by the Purchaser pursuant to or as contemplated by this Agreement
constitute, or when executed and delivered will constitute, valid and binding
obligations of each Purchaser enforceable in accordance with their respective
terms except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other
equitable remedies. The execution, delivery and performance by the Purchaser of
this Agreement and each such other agreement, document and instrument, and the
performance of the transactions contemplated hereby and thereby, do not and will
not: (i) violate, conflict with or result in a default (whether after the giving
of notice, lapse of time, or both) under any contract or obligation to which the
Purchaser is a party or by which it or its assets are bound; (ii) violate or
result in a violation of, or constitute a default under, any provision of any
law, regulation or rule, or any order of, or any restriction imposed by, any
court or other governmental agency applicable to the Purchaser; or (iii) except
for such filings as are required pursuant to applicable federal and state
securities laws and blue sky laws which filings will be effected within the
required statutory periods, require from the Purchaser any notice to,
declaration or filing with, or consent or approval of any governmental authority
or other third party.
d. Legend. Purchaser acknowledges and agrees that the following
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legend and such other legends as counsel for the Company shall reasonably
determine are appropriate shall be typed on each certificate evidencing any of
the securities issued hereunder held at any time by the Purchaser:
THE SECURITIES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES OR BLUE SKY LAWS AND MAY NOT BE
OFFERED, SOLD, TRANSFERRED HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A
REGISTRATION STATEMENT WITH RESPECT TO SUCH
SECURITIES WHICH IS EFFECTIVE UNDER THE ACT OR
(2) PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE ACT RELATING TO THE
DISPOSITION OF SECURITIES AND (3) IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES AND BLUE-SKY
LAWS.
Upon the request of a Purchaser, the Company shall remove the
legend set forth above from the certificates evidencing the Shares or issue to
Purchaser new certificates therefor free of such legend, if with such request
the Company shall have received a letter from counsel selected by Purchaser and
reasonably satisfactory to the Company, in form and substance reasonably
satisfactory to the Company, to the effect that the public sale of Shares is not
restricted under the Securities Act.
5.
6. Conditions of Purchaser's Obligations. Purchaser's obligation to
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purchase and pay for the Shares to be purchased by it shall be subject to
the compliance by each Seller with its agreements herein contained and to
the fulfillment to the Purchaser's satisfaction, or the waiver by the
Purchaser, on or before and at the Closing Date of the following
conditions:
a. Satisfaction of Conditions. The representations and warranties of
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each Seller contained in this Agreement shall be true and correct on and
as of the Closing Date; each of the conditions specified in this Section
6 shall have been fulfilled to the Purchaser's satisfaction or waived in
writing by the Purchaser; and, on the Closing Date, certificates to such
effect executed by the President and Chief Financial Officer of each
Corporate Seller, Trust Seller and each Individual Seller shall have been
delivered to the Purchaser.
b. All Proceedings Satisfactory. All corporate, individual, trust
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and other proceedings taken prior to or at the Closing in connection with
the transactions contemplated by this Agreement, and all documents and
evidences incident thereto, shall be reasonably satisfactory in form and
substance to the Purchaser. All third party and governmental consents,
approvals and filings required in connection with the consummation of the
transactions hereunder shall have been obtained, and shall be reasonably
satisfactory in form and substance to the Purchaser.
c. Investor Rights Agreement. The Company and Purchaser shall have
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entered into the Investor Rights Agreement in substantially the form
attached hereto as EXHIBIT B (the "Investor Rights Agreement").
d. IPO Date. The 1PO shall have occurred on or before January 31,
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2001.
e. Opinion. Purchaser shall have received the opinion of Company
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counsel in substantially the form attached hereto as EXHIBIT C, which
shall include such assumptions, exceptions, limitations and
qualifications as are customary in the industry and are reasonably
satisfactory to Purchaser.
f. Indemnification Agreement. The Company and Purchaser shall have
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entered into the Indemnification Agreement in substantially the form
attached hereto as EXHIBIT D (the "Indemnification Agreement").
7. Conditions of Sellers' Obligations. Each Seller's obligation to sell
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the Shares to be sold by it shall be subject to the compliance by
Purchaser with its agreements herein contained and to the fulfillment to
the Sellers' Representative's satisfaction or the waiver by the Sellers'
Representative, on or before and at the Closing Date of the following
conditions:
a. Satisfaction of Conditions. The representations and warranties of
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Purchaser contained in this Agreement shall be true and correct on and as
of the Closing Date; each of the conditions specified in this Section 7
shall have been fulfilled to the Sellers' Representative's satisfaction
or waived in writing by the Sellers' Representative and, on the Closing
Date, the purchase price for the Sellers' Shares shall have been
delivered to the Sellers' Representative simultaneously with the share
certificate delivery pursuant to Section 3 hereof.
b. All Proceedings Satisfactory. All corporate and other proceedings
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taken prior to or at the Closing in connection with the transactions
contemplated by this Agreement, and all
6.
documents and evidences incident thereto, shall be reasonably
satisfactory in form and substance to the Sellers, Representative. All
third party and governmental consents, approvals and filings required in
connection with the consummation of the transactions hereunder shall have
been obtained, and shall be reasonably satisfactory in form and substance
to the Sellers' Representative.
c. Lock-Up Agreement. The Purchaser shall have entered into and
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delivered to the Company the Lock-Up Agreement in substantially the form
attached hereto as EXHIBIT E (the "Lock-Up Agreement").
d. IPO Date. The IPO shall have occurred on or before January 31,
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2001.
8. Termination. In the event that the purchase by Purchaser from the
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Company of shares of common stock of the Company as contemplated by that
certain Stock Purchase and Sale Agreement entered into by the Company and
Purchaser of even date herewith is consummated, then this Agreement shall
be immediately and automatically terminated and shall be of no further
force or effect.
9. Sellers' Representative. Sellers hereby designate Dan Wilnai to serve
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as Sellers' Representative hereunder with full grant of authority to
exercise Sellers' Representative's rights and responsibilities as set
forth herein and to receive notice on behalf of all or any Seller.
Sellers may remove and replace the Sellers' Representative at any time by
written election of Sellers owning seventy-five percent (75%) or more of
the aggregate shares of Common Stock of the Company owned by Sellers.
Sellers shall notify Purchaser in writing of any change in the Sellers'
Representative within three (3) business days of such change. Sellers
shall hold the Sellers' Representative free from any liability and shall
hold harmless and indemnify Sellers' Representative in connection with
Sellers' Representative's good faith performance of its duties hereunder.
10. Miscellaneous
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a. Binding Effect: Governing Law. This Agreement shall be binding
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upon and inure to the benefit of the parties and their respective
successors and permitted assigns. This Agreement shall be governed and
interpreted under the laws of the State of California.
b. Indemnification. Each Seller agrees to indemnify and hold
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harmless Purchaser and the Purchaser's affiliates, if any (collectively,
the "Indemnitees"), against any investigations, proceedings, claims or
actions and for any expenses, damages, liabilities or losses (joint or
several) arising out of such investigations, proceedings, claims or
actions that arise out of or are based upon any breach of any
representation, warranty, agreement or covenant of the Seller contained
herein. Upon written request, each Seller agrees to reimburse the
Indemnitee for any legal or other expenses reasonably incurred in
connection with investigating or defending any such investigations,
proceedings, claims or actions, as such expenses or other costs are
incurred. Each Indemnitee may select its own counsel.
c. Mediation and A1ternative Dispute Resolution. To the extent that
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any misunderstanding or dispute cannot be resolved agreeably in a
friendly manner between the Purchaser and any Seller, at the sole option
of the Purchaser, the dispute will be mediated by a
7.
mutually-acceptable mediator to be chosen by the applicable Seller(s) and
the Purchaser within forty-five (45) days after written notice by one of
the parties demanding mediation. No party may unreasonably wIthhold
consent to the selection of a mediator, however, by mutual agreement the
applicable Seller(s) and the Purchaser may postpone mediation until each
has completed specified but limited discovery with respect to a dispute.
The parties may agree to attempt some other form of alternative dispute
resolution ("ADR") in lieu of mediation, including by way of example and
without limitation neutral fact-finding or mini-trial.
Any dispute which the parties cannot resolve through good faith
negotiation, mediation or other form of ADR within six months of the date
of the initial demand for it by the Purchaser may then be submitted to
the courts for resolution. The use of any ADR procedures will not be
construed under the doctrines of laches, waiver or estoppel to adversely
effect the rights of either party. Nothing in this Section 8(c) will
prevent any party from resorting to judicial proceedings if (i) good
faith efforts to resolve the dispute under these procedures have been
unsuccessful, or (ii) interim relief from a court is necessary to prevent
serious and irreparable injury to one party or others.
Each of Purchaser and the applicable Seller(s) shall bear its own
costs of mediation or ADR.
d. Nondisclosure. Neither the Purchaser nor any Seller shall issue
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any press release or make any other public disclosure (including
disclosure to public officials) with respect to this Agreement or the
transactions contemplated by this Agreement, except as required by law,
without the prior approval of the other party, which approval shall not
be unreasonably withheld; provided, that either party may, if considered
necessary by its counsel to fulfill its obligations as a publicly traded
corporation, respond to inquiries and issue such releases as it considers
necessary and appropriate, if it notifies the other party in advance of
the substance of such proposed response or proposed release and gives
such party reasonable opportunity for comment prior to such response or
release
e. Notice. Unless otherwise provided, any notice under this Agreement
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shall be given in writing and shall be deemed effectively given (a) upon
personal delivery to the party to be notified, (b) upon confirmation of
receipt by fax by the party to be notified, (c) one business day after
deposit with a reputable U.S. domestic overnight courier, prepaid for
overnight delivery and addressed as set forth below, or (d) three days
after deposit with the United States Post Office, postage prepaid,
registered or certified with return receipt requested, or (e) two
business days after deposit with an overseas urgent delivery company, and
addressed to the party to be notified at the address indicated below, or
at such other address as such party may designate by 10 days' advance
written notice to the other party given in the foregoing manner.
If to the Purchaser:
Agilent Technologies, Inc.
Herrenberger Str. 130 in D-71034
Boeblingen, Germany
Attn: General Manager
Fax; 497031 142999
8.
with a copy to:
Agilent Technologies, Inc.
395 Page Mill Road
Palo Alto, CA 94306
Attn: General Counsel
Fax: (650) 752-5742
If to the Sellers, to the Se11ers' Representative:
Dan Wilnai
2403 Walsh Avenue
Santa Clara, CA 95051
Fax: (408) 727-6622
f. Counterparts. This Agreement may be executed simultaneously in any
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number of counterparts, including counterparts transmitted by telecopier
or telefax, each of which when so executed and delivered shall be taken
to be an original; but such counterparts shall together constitute one
and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first set forth above.
PURCHASER:
AGILENT TECHNOLOGIES
BY: /s/ Byron Anderson
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Name: BYRON ANDERSON
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Its:______________________
SELLERS:
THE WILNAI GRANTOR RETAINED
ANNUITY TRUST
By:_______________________
Dan Wi1nai, Trustee
9.
with a copy to:
Agilent Technologies, Inc.
395 Page Mill Road
Palo Alto, CA 94306
Attn: General Counsel
Fax: (650) 752-5742
If to the Sellers, to the Sellers' Representative:
Dan Wilnai
2403 Walsh Avenue
Santa Clara, CA 95051
Fax: (408) 727-6522
f. Counterparts. This Agreement may be executed simultaneously in any
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number of counterparts, including counterparts transmitted by telecopier
or telefax, each of which when so executed and delivered shall be taken
to be an original; but such counterparts shall together constitute one
and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first set forth above.
PURCHASER:
AGILENT TECHNOLOGIES
By:_______________________
Name:_____________________
Its:______________________
SELLERS:
THE WILNAI GRANTOR RETAINED
ANNUITY TRUST
By: /s/ Dan Wilnai
-----------------------
Dan Wilnai, Trustee
9.
THE TZARNOTZKY GRANTOR THE WILNAI FAMILY TRUST DATED
RETAINED ANNUNITY TRUST NOVEMBER 12, 1997
By: /s/ Peretz Tzarnotzky By: /s/ Dan Wilnai
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Peretz Tzarnotzky, Trustee Dan Wilnai, Trustee
/s/ Peretz Tzarnotzky
-------------------------- By:___________________________
Peretz Tzarnotzky Sarah Wilnai, Trustee
__________________________ PHILIPS SEMICONDUCTORS
Guy Wilnai
By:___________________________
__________________________ Name:_________________________
Ilanit Wilnai Title:________________________
__________________________
Iris Wilnai
The undersigned consents to serve as Sellers' Representative.
/s/ Dan Wilnai
- ------------------
Dan Wilnai
10.
THE TZARNOTZKY GRAT THE WILNAI FAMILY TRUST DATED
NOVEMBER 12, 1997
By: By:
__________________________ ___________________________
Peretz Tzarnotzky, Trustee Dan Wilnai, Trustee
__________________________ By:___________________________
Peretz Tzarnotzky Sarah Wilnai, Trustee
__________________________ PHILIPS SEMICONDUCTORS
Guy Wilnai
By:___________________________
__________________________ Name:_________________________
Ilanit Wilnai Title:________________________
/s/ Iris Wilnai
--------------------------
Iris Wilnai 9/27/00
The undersigned consents to serve as Sellers' Representative.
___________________
10.
THE TZARNOTZKY GRAT THE WILNAI FAMILY TRUST DATED
NOVEMBER 12, 1997
By: By:
__________________________ ___________________________
Peretz Tzarnotzky, Trustee Dan Wilnai, Trustee
By: /s/ Sarah Wilnai
__________________________ ---------------------------
Peretz Tzarnotzky Sarah Wilnai, Trustee
/s/ Guy Wilnai PHILIPS SEMICONDUCTORS
---------------------------
Guy Wilnai
By:___________________________
/s/ Ilanit Wilnai Name:_________________________
---------------------------
Ilanit Wilnai Title:________________________
___________________________
Iris Wilnai
The undersigned consents to serve as Sellers' Representative.
___________________
10.
THE TZARNOTZKY GRANTOR THE WILNAI FAMILY TRUST DATED
RETAINED ANNUNITY TRUST NOVEMBER 12, 1997
By: By:
__________________________ ___________________________
Peretz Tzarnotzky, Trustee Dan Wilnai, Trustee
__________________________ By:___________________________
Peretz Tzarnotzky Sarah Wilnai, Trustee
__________________________ PHILIPS SEMICONDUCTORS
Guy Wilnai
By: /s/ Philip Pollok
--------------------------
__________________________ Name: Philip Pollok
Ilanit Wilnai Title: V.P.
__________________________
Iris Wilnai
The undersigned consents to serve as Sellers' Representative.
___________________
Dan Wilnai
10.