STOCKHOLDER AGREEMENT AGREEMENT, dated as of November 24, 1996, among Applied Materials, Inc., a Delaware corporation ("Parent"), Orion Corp. I, a Delaware corporation and a wholly owned subsidiary of Parent (the "Purchaser"), and Orbotech Ltd. (the...Stockholder Agreement • November 27th, 1996 • Opal Inc • Special industry machinery, nec • Delaware
EXHIBIT IConfidentiality and Nondisclosure Agreement • November 27th, 1996 • Opal Inc • Special industry machinery, nec • New York
OPAL LOGO]Opal Inc • November 27th, 1996 • Special industry machinery, nec
We are pleased to inform you that, on November 24, 1996, Opal, Inc. (the "Company") and Applied Materials, Inc. ("Applied Materials") entered into a merger agreement (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, a wholly-owned subsidiary of Applied Materials is commencing a cash tender offer for all of the outstanding shares of Common Stock of the Company at a price of $18.50 per share, net to the seller in cash (the "Offer Price"). Promptly following the completion of the tender offer, this subsidiary, Orion Corp. I, will be merged into the Company, and all shares of Common Stock of the Company (not owned by the Company, Applied Materials or its subsidiaries or dissenting stockholders of the Company) will be converted into the right to receive $18.50 in cash.
