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Agreement#: AG-71374
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Form Of Release And Settlement

Effective Date: February 16, 2001
Parties:

3DFX

Sectors: Computer Hardware
3DFX INTERACTIVE, INC.
P.O. BOX 790
ALVISO, CALIFORNIA 95002-0790


February 16, 2001


("CREDITOR" OR "YOU")


Dear Creditor:


I am enclosing for your information a copy of the Prospectus/Proxy Statement that is being distributed to the shareholders of 3dfx Interactive, Inc. ("3dfx"). The Prospectus/Proxy Statement describes the proposals that are being submitted for 3dfx shareholder approval, namely the dissolution of 3dfx and the sale to an affiliate of Nvidia Corporation ("Nvidia") of certain assets of 3dfx (the "Nvidia Sale"). The SEC decided not to review the Prospectus/Proxy Statement and has since declared the related registration statement effective, which allowed us to accelerate the 3dfx shareholder meeting date to vote on these proposals to March 27, 2001.


Under the terms of the Asset Purchase Agreement between 3dfx and Nvidia, Nvidia has agreed to pay $70 million in cash and one million shares of Nvidia common stock for the 3dfx assets that it is purchasing, subject to a number of conditions. Of the $70 million in cash to be received by 3dfx at closing, $15 million must immediately be applied to the repayment of a bridge loan made by Nvidia to 3dfx in December 2000, so 3dfx will receive a net cash amount at closing of $55 million (the "Closing Cash Payment"). Nvidia is not, however, required to deliver the shares of its common stock provided for in the purchase agreement (the "Stock Payment") until 3dfx is able to satisfy certain additional conditions, including 3dfx's delivery of a certificate that it has satisfied all of its and its subsidiaries' liabilities. In order to meet this post-closing requirement, 3dfx is permitted under the terms of the purchase agreement to request that Nvidia make a one-time exchange of up to 500,000 shares of Nvidia common stock from the Stock Payment for up to $25 million in cash, provided that the cash from the exchange will be sufficient to satisfy in full all remaining liabilities.


As the Closing Cash Payment will not alone be sufficient to satisfy 3dfx's and its subsidiaries' liabilities, 3dfx expects that it will be required to exchange stock for cash from Nvidia in order to fully pay these liabilities and otherwise be entitled to receive the balance of the Stock Payment. 3dfx expects that the aggregate cash provided by the Closing Cash Payment and the stock-for-cash exchange will be sufficient to pay all known current and determinable liabilities, although unknown, contingent or disputed liabilities could result in liabilities exceeding this aggregate cash amount. If this were to be the case, then Nvidia would not be obligated to make the stock-for-cash exchange or otherwise deliver the Stock Payment to 3dfx.


We have updated 3dfx's accounts payable records in response to the helpful feedback we received from a number of creditors. Our records reflect that 3dfx owes you an aggregate amount of $_____________ (the "Repayment Amount"), which is the principal amount owed for goods and services provided by you, but does not include any interest, penalties, costs or attorney's fees (other than interest accruing on loans extended by financial institutions). If you agree that this is the amount ow ...

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