AGREEMENT AND PLAN OF MERGER by and Among ANSYS, INC., POWER PLAY MERGER SUB, INC., APACHE DESIGN SOLUTIONS, INC., AND, AS TO SECTION 2.4, SECTION 2.5, SECTION 6.13, ARTICLE IX AND ARTICLE X ONLY, PAPACHEY, INC., AS SECURITYHOLDERS REPRESENTATIVE Dated as of June 29, 2011 (June 30th, 2011)
AGREEMENT AND PLAN OF MERGER (the Agreement), dated as of June 29, 2011, by and among ANSYS, Inc., a Delaware corporation (Buyer), Power Play Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (Merger Sub), Apache Design Solutions, Inc., a Delaware corporation (Seller), and, as to Section 2.4, Section 2.5, Section 6.13, Article IX and Article X only, Papachey, Inc., solely as the representative of the Seller Securityholders (the Securityholders Representative).
Registration Rights Agreement by and Among Ansys, Inc., and the Holders Named Herein Dated: February 15, 2006 (February 17th, 2006)
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of February 15, 2006 by and among ANSYS, Inc., a Delaware corporation (Parent), Willis Stein & Partners II, L.P., Willis Stein & Partners III, L.P., Willis Stein & Partners Dutch, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and Willis Stein & Partners III-C, L.P. (collectively, together with any other person who will receive or has received stock of Parent in the mergers and related transactions set forth in the Merger Agreement (as defined below) and who elects to become a party to this Agreement and executes and delivers to the other Holders and Parent a counterpart signature page to this Agreement on or prior to the Fourth Effective Time, the Holders and each individually as a Holder).
Indemnification Agreement (February 15th, 2006)
THIS INDEMNIFICATION AGREEMENT made and entered into this 9th day of February 2006 (Agreement), by and among ANSYS, Inc., a Delaware corporation (and where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by any it (collectively, the Companies, and individually, a Company)), and Sheila S. DiNardo (the Indemnitee):