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Alliance / Tower Joinder Agreement

This is an actual contract by Alliance Semiconductor.

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Sectors: Electronics and Miscellaneous Technology
Effective Date: August 29, 2000
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AGREEMENT (this "Agreement"), dated as of August 29, 2000, by and between Alliance Semiconductor Corporation ("Alliance") and Tower Semiconductor Ltd. ("Company").


WHEREAS on July 4, 2000, SanDisk Corporation ("SanDisk") and the Company entered into a Share Purchase Agreement in the form attached as Exhibit A hereto (the "SPA") , an Additional Purchase Obligation Agreement in the form attached as Exhibit B hereto (the "APOA), and agreed to enter into an Escrow Agreement and a Registration Rights Agreement in substantially the same form as Exhibits C and E to the SPA , all upon the terms and conditions detailed therein (collectively, the "SD Transaction Agreements"); and

WHEREAS Alliance desires to purchase and the Company desires to issue and sell to Alliance Ordinary Shares of the Company (the "Shares") pursuant to substantially the same terms and conditions as set forth in the SD Transaction Agreements.

NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, it is agreed as follows:

1. Capitalized terms used and not defined herein shall have the meanings set forth in the SD Transaction Agreements.

2. Immediately effective upon the signing of this Agreement, (a) the terms and conditions of the SD Transaction Agreements shall be binding on Alliance and shall be incorporated by reference herein [(except for the Escrow Agreement which shall be separately entered into in the form to be agreed upon by the parties hereto)] and (b) Alliance shall be deemed a "Buyer" and/or "S" and/or "Holder", as those terms are used therein. All references in the SD Transaction Documents to the "date hereof' shall mean the date of this Agreement.

3. Notwithstanding the provisions of Section 2 and for the purposes of this Agreement and Alliance's participation in the hereby contemplated transactions, the parties hereto agree as follows:

3.1 The definition of "Shares" in the Recitals of the SPA shall reflect
that 666,667 Shares are being purchased by Alliance.

3.2 The term "Buyer" referenced in Section I of the SPA under the
definition of "Steering Committee" shall be limited to SanDisk or any
of its permitted assignees.

3.3 The "purchase price" for the Shares to be purchased by Alliance which
is referenced in Section 2.2 of the SPA shall be $30 per share
representing an aggregate purchase price of $20,000,000.

3.4 The following shall be added to the end of Section 2.4
of the SPA:

"Concurrently with the execution of the Agreement between Alliance
and the Company, TIC and Alliance will execute and enter into the
Agreement in the form of Exhibit D attached hereto."

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