THE ACQUISITION OF THE
BUYER'S SHARES, INCLUDING INVESTMENTS IN SECURITIES ISSUED BY AVIZA AND
INVESTMENTS IN COMPARABLE COMPANIES, AND HAS REQUESTED ALL INFORMATION IT DEEMED
RELEVANT IN MAKING AN INFORMED DECISION TO ACQUIRE THE BUYER'S SHARES AND HAS
REVIEWED AND CONSIDERED ALL INFORMATION PROVIDED IN RESPONSE TO SUCH REQUESTS.
(B)
SEMITOOL IS ACQUIRING THE BUYER'S SHARES FOR ITS OWN ACCOUNT FOR
INVESTMENT ONLY AND WITH NO PRESENT INTENTION OF DISTRIBUTING ANY OF THE BUYER'S
SHARES IN VIOLATION OF THE SECURITIES ACT OR ANY ARRANGEMENT OR UNDERSTANDING
WITH ANY OTHER INDIVIDUAL, CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP,
JOINT VENTURE, ASSOCIATION, TRUST, UNINCORPORATED ORGANIZATION OR OTHER ENTITY
(EACH A "PERSON") REGARDING THE DISTRIBUTION OF SUCH BUYER'S SHARES.
(C)
SEMITOOL WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE,
TRANSFER OR OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR
OTHERWISE ACQUIRE OR TAKE A PLEDGE OF) ANY OF THE BUYER'S SHARES EXCEPT IN
COMPLIANCE WITH THE
*** Certain information has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
8
SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS AND THE RESPECTIVE RULES AND
REGULATIONS PROMULGATED THEREUNDER.
(D)
SEMITOOL UNDERSTANDS THAT ITS ACQUISITION OF THE BUYER'S SHARES
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR REGISTERED OR QUALIFIED
UNDER ANY STATE SECURITIES LAW IN RELIANCE ON SPECIFIC EXEMPTIONS THEREFROM,
WHICH EXEMPTIONS MAY DEPEND UPON, AMONG OTHER THINGS, THE BONA FIDE NATURE OF
SEMITOOL'S INVESTMENT INTENT AS EXPRESSED HEREIN.
3.7.
Material Contracts.
(A)
THERE ARE NO MATERIAL CONTRACTS TO WHICH SEMITOOL IS A PARTY OR IS
BOUND RELATED TO THE THERMAL PRODUCTS AS OF THE DATE OF THIS AGREEMENT.
(B)
"MATERIAL CONTRACTS" SHALL MEAN:
(I)
LICENSE OR PURCHASE AGREEMENTS OR ROYALTY-BEARING CONTRACTS
PRIMARILY RELATED TO THE THERMAL PRODUCTS, WHETHER SEMITOOL IS THE LICENSOR OR
LICENSEE THEREUNDER, INCLUDING WITH EQUIPMENT OR SOFTWARE VENDORS;
(II)
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS RELATED TO THE
THERMAL PRODUCTS, WHETHER SEMITOOL IS THE BENEFICIARY OR THE OBLIGATED PARTY
THEREUNDER;
(III)
CONTRACTS INVOLVING FUTURE EXPENDITURES OR LIABILITIES RELATED TO
THE THERMAL PRODUCTS, ACTUAL OR POTENTIAL, OR FUTURE REVENUES FROM THE THERMAL
PRODUCTS;
(IV)
CONTRACTS TO PROCURE KEY RAW MATERIALS USED WITH THE THERMAL
PRODUCTS, SUCH AS WAFERS AND CHEMICALS; AND
(V)
ANY OTHER CONTRACT MATERIAL TO THE THERMAL PRODUCTS.
3.8.
Compliance with Law.
Semitool's conduct of its business as such business relates to the Thermal
Products has not materially violated and is in material compliance with
applicable law.
Semitool has not received any notice to the effect that, or
otherwise been advised that, Semitool is not in compliance with any such
applicable law.
ARTICLE 4.
AVIZA'S REPRESENTATIONS AND WARRANTIES Aviza hereby represents and warrants to
Semitool, as of the date hereof and as of the Closing Date, that:
4.1.
AUTHORITY AND BINDING EFFECT.
*** Certain information has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
9
Aviza has the full power, authority