STOCK PURCHASE AGREEMENT BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION, CYPRESS SEMICONDUCTOR CORPORATION, IN THE NAME AND ON BEHALF OF CYPRESS SEMICONDUCTOR (BELGIUM) BVBA IN FORMATION, FILLFACTORY NV, CERTAIN STOCKHOLDERS OF FILLFACTORY NV AND WITH...Stock Purchase Agreement • August 13th, 2004 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2004 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Parent”), Parent acting, in accordance with article 60 of the Belgian Companies Code, in the name and on behalf of Cypress Semiconductor (Belgium) BVBA, a Belgian corporation and a wholly-owned subsidiary of Parent in formation (“Buyer Sub”), FillFactory NV, a Belgian corporation (the “Company”), the Signing Company Stockholders (as defined in Section 1.3(a) below) and, with respect to ARTICLE VIII and ARTICLE X hereof only, U.S. Bank, National Association (the “Escrow Agent”) and Luc De Mey and IT-Partners NV (the “Stockholder Agents”).
