2. REGISTRATION STATEMENT AND PROSPECTUS. A registration statement on Form S-1 (File No. 333-35327) in the form in which it became or becomes effective and also in such form as it may be when any post-effective amendment thereto shall become effective...Underwriting Agreement • October 14th, 1997 • Pericom Semiconductor Corp • Semiconductors & related devices • California
RECITALS -------- A. Orchard Investment Company Number 510, a California general partnership ("Orchard"), Landlord's predecessor in interest, as landlord, and Tenant, as tenant, entered into that certain Lease (and First Addendum thereto) dated...Lease • October 1st, 1999 • Pericom Semiconductor Corp • Semiconductors & related devices
EXHIBIT 10.5 PIONEER SEMICONDUCTOR CORPORATION COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement ("Agreement") is made as of June 25, 1990, by and between Pioneer Semiconductor Corporation, a California corporation (the "Company"),...Common Stock Purchase Agreement • October 14th, 1997 • Pericom Semiconductor Corp • Semiconductors & related devices • California
THIS FOURTH AMENDMENT TO LEASE (this "Amendment") is dated for reference --------- purposes only as January 21, 2000, by and between CARRAMERICA REALTY CORPORATION, a Maryland corporation ("Landlord"), and PERICOM SEMICONDUCTOR -------- CORPORATION, a...Lease • September 29th, 2000 • Pericom Semiconductor Corp • Semiconductors & related devices
SERIES APreferred Stock Purchase Agreement • October 14th, 1997 • Pericom Semiconductor Corp • Semiconductors & related devices • California
andRights Agreement • March 14th, 2002 • Pericom Semiconductor Corp • Semiconductors & related devices • California
PERICOM SEMICONDUCTOR CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Rights Agent Rights Agreement Dated as of March 6, 2012 RIGHTS AGREEMENTRights Agreement • March 8th, 2012 • Pericom Semiconductor Corp • Semiconductors & related devices • Delaware
The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable or payable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution. The number of outstanding Rights and the number of one one-thousandth of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares, or subdivisions, consolidations or combinations of the Common Shares occurring, in any such case, prior to the Distribution Date. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one one-thousandth of a Preferred Share, which may, at the election of the Company, be evidenced by depositary recei
EXHIBIT 10.4 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE is dated for reference purposes only as February 5, 1996, and is part of that Lease dated January 29, 1993 together with the Summary of Basic Lease Terms, the First Addendum To Lease,...Improvement Agreement • October 14th, 1997 • Pericom Semiconductor Corp • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER BY AND AMONG DIODES INCORPORATED PSI MERGER SUB, INC. AND PERICOM SEMICONDUCTOR CORPORATION Dated as of September 2, 2015Agreement and Plan of Merger • September 3rd, 2015 • Pericom Semiconductor Corp • Semiconductors & related devices • California
AGREEMENT AND PLAN OF MERGER, dated as of September 2, 2015 (this “Agreement”), by and among DIODES INCORPORATED, a corporation incorporated in the State of Delaware (“Parent”), PSI Merger Sub, Inc., a corporation incorporated in the State of California (“Merger Sub”), and PERICOM SEMICONDUCTOR CORPORATION, a corporation incorporated in the State of California (the “Company”). Each of the parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Annex A hereto.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 12th, 2010 • Pericom Semiconductor Corp • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of August 9, 2010, by and among Pericom Semiconductor Corporation, a California corporation (the “Purchaser”), PTI Acquisition Subsidiary Inc., a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Purchaser (the “Merger Sub”), Pericom Technology Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), and Yuk Kin Wong, not individually, but solely in his capacity as the representative of the Securityholders (the “Shareholder Representative”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in Exhibit A.
THIS SIXTH AMENDMENT TO LEASE (this "Amendment") is dated for reference --------- purposes only as October 31, 2000, by and between CARRAMERICA REALTY CORPORATION, a Maryland corporation ("Landlord"), and PERICOM SEMICONDUCTOR -------- CORPORATION, a...Tenant Improvement Agreement • September 28th, 2001 • Pericom Semiconductor Corp • Semiconductors & related devices
VOTING AGREEMENTVoting Agreement • September 3rd, 2015 • Pericom Semiconductor Corp • Semiconductors & related devices • California
THIS VOTING AGREEMENT (this “Agreement”) is entered into as of September 2, 2015, by and between DIODES INCORPORATED, a corporation incorporated in the State of Delaware (“Parent”), and the undersigned shareholder (“Shareholder”) of PERICOM SEMICONDUCTOR CORPORATION, a corporation incorporated in the State of California (the “Company”).
AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENTChange of Control Agreement • November 6th, 2012 • Pericom Semiconductor Corp • Semiconductors & related devices • California
This Amended and Restated Change of Control Agreement (this “Agreement”) is made this _______ day of ________, 2012 by and between ____________ (the “Executive”) and Pericom Semiconductor Corporation, a California corporation (the “Company”).
LEASE RIO ROBLES TECHNOLOGY CENTRE Between PERICOM SEMICONDUCTOR CORPORATION (Tenant) and CARRAMERICA REALTY CORPORATION (Landlord)Tenant Improvement Agreement • November 12th, 2003 • Pericom Semiconductor Corp • Semiconductors & related devices
Dated August 30, 2005 AKER Technology Co., Ltd (a.k.a. ) and eCERA ComTek Corporation and Shi-Hsiung Stone Liu (also known in Chinese as )Share Purchase Agreement • September 6th, 2005 • Pericom Semiconductor Corp • Semiconductors & related devices
AKER Technology Co., Ltd. (also known in Chinese as ), a company limited by shares organized and existing under the laws of the R.O.C. (“AKER”);
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • August 31st, 2012 • Pericom Semiconductor Corp • Semiconductors & related devices • California
This First Amendment to Agreement of Purchase and Sale (“First Amendment”) is made and entered into as of this 6th day of August, 2012, by and between BARBER LANE INVESTORS, LLC, a Delaware limited liability company (“Seller”), and PERICOM SEMICONDUCTOR CORPORATION, a California corporation (“Buyer”).
Yangzhou Economic and Technological Development Zone Pericom Asia Limited R&D Center Investment AgreementInvestment Agreement • February 4th, 2010 • Pericom Semiconductor Corp • Semiconductors & related devices
Now, therefore, for stipulation of the details regarding the Investor’s investment in and establishment of the R&D Center, and upon friendly consultation and negotiation, the Committee and the Investor mutually agree to the following:
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER BY AND AMONG DIODES INCORPORATED, PSI MERGER SUB, INC. AND PERICOM SEMICONDUCTOR CORPORATION Dated as of November 6, 2015Agreement and Plan of Merger • November 9th, 2015 • Pericom Semiconductor Corp • Semiconductors & related devices
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2015 (this “Amendment No. 1”), by and among DIODES INCORPORATED, a corporation incorporated in the State of Delaware (“Parent”), PSI Merger Sub, Inc., a corporation incorporated in the State of California (“Merger Sub”), and PERICOM SEMICONDUCTOR CORPORATION, a corporation incorporated in the State of California (the “Company”). Each of the parties to this Amendment No. 1 is individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO PURCHASE OPTION AGREEMENTPurchase Option Agreement • October 2nd, 2003 • Pericom Semiconductor Corp • Semiconductors & related devices
THIS AMENDMENT NO. 2 TO PURCHASE OPTION AGREEMENT (this “Amendment”) is made as of September 26, 2003, by and among PERICOM SEMICONDUCTOR CORPORATION, a California corporation (“Pericom”) and SARONIX, LLC, a Delaware limited liability company (“SaRonix”).
COOPERATION AGREEMENTCooperation Agreement • May 5th, 2008 • Pericom Semiconductor Corp • Semiconductors & related devices
Party B is a U.S. company having its principal place of business in Silicon Valley, California, U.S.A. and listed on the NASDAQ Stock Exchange. Party B manufactures IC and FCP, including quartz crystal and oscillator componentry (hereinafter referred to as "Products"). Party B plans to, through a wholly-owned subsidiary incorporated in Hong Kong, establish a subsidiary (hereinafter referred to as "Party B Subsidiary") and factory within the administrative jurisdiction of Party A, engaging in the manufacturing of the Products. The business scope of Party B Subsidiary is determined to include design, research, development, purchasing, manufacture, testing, packaging and sales of the Products, and also include the import and export, and local distribution of the Products and related products. The business scope and scale shall comply with applicable regulations of PRC and approved by the governing authorities.
Pericom Semiconductor Corporation 2014 STOCK AWARD AND INCENTIVE COMPENSATION PLAN RESTRICTED STOCK UNIT GRANT NOTICE AND RESTRICTED STOCK UNIT AGREEMENTAnd Restricted Stock Unit Agreement • September 1st, 2015 • Pericom Semiconductor Corp • Semiconductors & related devices • California
Pericom Semiconductor Corporation, a California corporation, (the “Company”), pursuant to its 2014 Stock Award and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Grantee”) an award for the number of restricted stock units set forth below (the “Restricted Stock Units,” or “RSUs”). This award of RSUs is subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement that is attached hereto, including any country-specific appendix for Grantee’s country (the “Appendix,” together with the Restricted Stock Unit Agreement, the “Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Agreement.
PERICOM JOINDER AGREEMENTJoinder Agreement • November 25th, 2015 • Pericom Semiconductor Corp • Semiconductors & related devices • New York
THIS JOINDER AGREEMENT (this “Agreement”), dated as of November 25, 2015, is by and among PERICOM SEMICONDUCTOR CORPORATION, a California corporation (“Pericom”), DIODES INCORPORATED, a Delaware corporation (the “Domestic Borrower”), Diodes International B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands, having its statutory seat in Amsterdam, the Netherlands and registered with the trade register of the Chambers of Commerce in the Netherlands under number 34274981 (the “Foreign Borrower” and together with the Domestic Borrower, the “Borrowers” and each, individually, a “Borrower”), certain Subsidiaries of the Domestic Borrower (the “Subsidiary Guarantors”) and Bank of America, N.A., in its capacity as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement, dated as of January 8, 2013 (as amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit
PERICOM SEMICONDUCTOR CORPORATIONRestricted Stock Award Agreement • May 8th, 2008 • Pericom Semiconductor Corp • Semiconductors & related devices • California
Pericom Semiconductor Corporation, a California corporation, (the “Company”), pursuant to its 2001 Stock Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Grantee”), the number of shares of the Company’s Common Stock set forth below (the “Shares”). This Restricted Stock Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement that is attached hereto (the “Restricted Stock Award Agreement”) (including without limitation the Restrictions on the Shares set forth in the Restricted Stock Award Agreement) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Award Agreement.
October 26, 2005 Michael D. Craighead c/o Pericom Semiconductor 3545 North First Street San Jose, CA 95134 Dear Mike:Pericom Semiconductor Corp • November 1st, 2005 • Semiconductors & related devices • California
This letter sets forth the terms you and I have discussed in regard to your employment with Pericom Semiconductor Corporation (“Pericom” or the “Company”), and your plans to resign from Pericom early next year. If the terms of this Transition Agreement (the “Agreement”) are acceptable, please sign where indicated below.
Pericom Semiconductor Corporation 2014 STOCK award and INCENTIVE compensation PLAN STOCK Option GRANT NOTICE AND STOCK option AGREEMENTNotice and Stock Option Agreement • September 1st, 2015 • Pericom Semiconductor Corp • Semiconductors & related devices • California
Pericom Semiconductor Corporation, a California corporation, (the “Company”), pursuant to its 2014 Stock Award and Incentive Compensation Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Grantee”) a stock option to purchase the number of shares of Common Stock set forth below (the “Option”). This Option is subject to all of the terms and conditions as set forth herein, in the Stock Option Agreement that is attached hereto, including any country-specific appendix for Grantee’s country (the “Appendix,” together with the Stock Option Agreement, the “Option Agreement”) and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Option Agreement.
PURCHASE OPTION AGREEMENTPurchase Option Agreement • October 2nd, 2003 • Pericom Semiconductor Corp • Semiconductors & related devices • California
THIS PURCHASE OPTION AGREEMENT (this “Agreement”) is made as of January 28, 2003, by and among PERICOM SEMICONDUCTOR CORPORATION, a California corporation (“Pericom”) and SARONIX, LLC, a Delaware limited liability company (“SaRonix”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 6th, 2005 • Pericom Semiconductor Corp • Semiconductors & related devices
AKER Technology Co., Ltd. (also known in Chinese as ), a company limited by shares organized and existing under the laws of the R.O.C. (“AKER”);
AMENDMENT NO. 1 TO PURCHASE OPTION AGREEMENTPurchase Option Agreement • October 2nd, 2003 • Pericom Semiconductor Corp • Semiconductors & related devices
THIS AMENDMENT NO. 1 TO PURCHASE OPTION AGREEMENT (this “Amendment”) is made as of March 28, 2003, by and among PERICOM SEMICONDUCTOR CORPORATION, a California corporation (“Pericom”), SARONIX, LLC, a Delaware limited liability company (“SaRonix”) and BEN HEALY, an individual (“Healy”).
This Sublease Consent and Agreement ("Agreement") dated as of August 28, --------- 2001 (for reference purposes only), is made by and among, CARRAMERICA REALTY CORPORATION, a Maryland corporation ("Landlord"), PERICOM SEMICONDUCTOR --------...Sublease Consent and Agreement • November 13th, 2001 • Pericom Semiconductor Corp • Semiconductors & related devices • California
Pericom Semiconductor Corporation 2,200,000 Shares Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • March 8th, 2000 • Pericom Semiconductor Corp • Semiconductors & related devices • New York
OFFER LETTER, DATED DECEMBER 20, 2013, BY AND BETWEEN THE COMPANY AND JAMES B. BOYDPericom Semiconductor Corp • January 30th, 2014 • Semiconductors & related devices
Thank you for taking the time to meet with us and discuss our job opportunities here at Pericom Semiconductor. This letter will serve as an offer of employment to you with Pericom Semiconductor as Sr. Vice-President & Chief Financial Officer reporting to Alex Hui. You will work in this capacity on a full-time basis, giving your best efforts to the performance of your duties.
AMENDMENT TO RIGHTS AGREEMENTRights Agreement • March 9th, 2015 • Pericom Semiconductor Corp • Semiconductors & related devices • Delaware
This Amendment to the Rights Agreement, dated as of March 6, 2015 (this “Amendment”), amends that certain Rights Agreement, dated as of March 6, 2012 (the “Rights Agreement”), between Pericom Semiconductor Corporation, a California corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • September 27th, 2002 • Pericom Semiconductor Corp • Semiconductors & related devices • California
This Agreement is made this day of , 2002 by and between (the “Executive”) and Pericom Semiconductor Corporation, a California corporation (the “Company”).
AGREEMENT OF PURCHASE AND SALEAgreement of Purchase and Sale • August 31st, 2012 • Pericom Semiconductor Corp • Semiconductors & related devices • California
THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) dated as of__________________, 2012, is between BARBER LANE INVESTORS, LLC, a Delaware limited liability company (“Assignor”), and __________________________, a __________________________ (“Assignee”).
