AGREEMENT AND PLAN OF MERGER dated as of January 12, 2003 among SYNOPSYS, INC., NEON ACQUISITION CORPORATION and NUMERICAL TECHNOLOGIES, INC.Agreement and Plan of Merger • January 23rd, 2003 • Synopsys Inc • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of January 12, 2003 (the “Agreement”), is among Synopsys, Inc., a Delaware corporation (“Parent”), Neon Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and Numerical Technologies, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • January 23rd, 2003 • Synopsys Inc • Services-prepackaged software • Delaware
This STOCKHOLDER TENDER AGREEMENT (this “Agreement”), dated as of January 12, 2003, is entered into by and among William H. Davidow, Abbas El Gamal, Narendra K. Gupta, Harvey Jones, Thomas Kailath, Richard Mora, Yagyensh C. (Buno) Pati, Sushma Pati, Atul Sharan and Preethi Sharan and Yao-Ting Wang (each a “Stockholder Party”) and Synopsys, Inc., a corporation organized under the laws of the State of Delaware (the “Parent”).
Numerical Technologies, Inc.Synopsys Inc • January 23rd, 2003 • Services-prepackaged software • Delaware
In connection with the possible transaction (“Proposed Transaction”) between Numerical Technologies, Inc. (the “Disclosing Party”) and Synopsys, Inc. (the “Receiving Party”), and in order to allow the Receiving Party to evaluate the Proposed Transaction, the Disclosing Party has and will deliver to the Receiving Party, upon the execution and delivery of this letter agreement by the Receiving Party, certain information about its properties, employees, finances, businesses and operations. All information (i) about the Disclosing Party or (ii) about any third party (which information was provided to the Disclosing Party subject to an applicable confidentiality obligation to such third party), furnished by the Disclosing Party or its Representatives (as defined below) to the Receiving Party or its Representatives, whether furnished before or after the date hereof, and regardless of the manner in which it is furnished, is referred to in this letter agreement as “Proprietary Information.” Pr
