EXHIBIT 99.2
WAIVER OF APPRAISAL RIGHTS BY STOCKHOLDERS
OF PADS SOFTWARE, INC.
WHEREAS, the undersigned ("Stockholder") is a holder of non-voting common
stock, par value $.01 per shares, of PADS Software, Inc. ("PADS" or the
"Company), a Delaware corporation.
WHEREAS, PADS has entered into the Agreement and Plan of Merger and
Reorganization by and among Innoveda, Inc. ("Innoveda"), Innovative Software,
Inc. ("Innovative"), and PADS, dated as of June 2, 2000 (the "Merger
Agreement"), pursuant to which Innovative will merge with and into PADS (the
"Merger").
WHEREAS, Section 262 of the Delaware General Corporation Law ("Section
262") grants appraisal rights to Stockholders of PADS and provides that
Stockholder may demand in writing that PADS pay the fair value for his or her
shares.
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ is in receipt of a copy of the consent solicitation
statement/ prospectus relating to the Merger, dated as of August ___, 2000, and
has had a reasonable opportunity to ask questions about the Merger of
representatives of the Company and Innoveda.
WHEREAS, in order to induce Innoveda and Innovative to consummate the
Merger sooner than they would otherwise be required to do under the Merger
Agreement, the undersigned Stockholder desires to waive his or her appraisal
rights pursuant to Section 262.
NOW, THEREBY, the undersigned Stockholder hereby waives his or her rights
to demand an appraisal of his or her shares of capital stock pursuant to Section
262 in connection with the Merger and agrees not to demand the appraisal of such
shares. The undersigned stockholder acknowledges (i) receipt of the consent
solicitation statement/prospectus dated as of August ___, 2000 relating to,
among other things, the Merger, PADS, PADS' prospects, Innoveda and the
consideration Stockholder will receive as a result of the Merger, and which
constitutes notice that appraisal rights under Section 262 are available for his
or her shares of capital stock and includes a copy of Section 262 and (ii) that
Innoveda and Innovative will rely on this waiver in deciding whether to
consummate the Merger sooner than they would otherwise be required to do under
the Merger Agreement.
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IN WITNESS THEREOF, the undersigned has duly executed this Waiver as of
the date set forth below:
----------------------------- --------------------------------
Date: Name:
Number of Shares of Common Stock
of PADS:
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