Exhibit 1
IRREVOCABLE PROXY
The undersigned Shareholder of Galileo Technology Ltd., a corporation
formed under the laws of the State of Israel (the "Company"), hereby irrevocably
appoints and constitutes _______________ the attorney and proxy of the
undersigned with full power of substitution and resubstitution to the full
extent of the undersigned's rights with respect to (i) the issued and
outstanding ordinary shares, par value NIS 0.01 per share, of the Company
("Company Ordinary Shares"), owned of record by the undersigned as of the date
of this proxy, which shares are specified on the final page of this proxy and
(ii) any and all other Company Ordinary Shares, which the undersigned
(individually or jointly) may acquire beneficially or of record after the date
hereof (collectively, the "Subject Securities"). Upon the execution hereof, all
prior proxies given by the undersigned with respect to any of the Subject
Securities, are hereby revoked, and no subsequent proxies will be given with
respect to any of the Subject Securities. This proxy is irrevocable and is
coupled with an interest.
The attorneys and proxies named above are hereby instructed and
authorized to exercise this proxy during the period from the date hereof through
the earlier of (i) the date upon which the Agreement of Merger dated October 16,
2000 (the "Merger Agreement") by and among the Company, Marvell Technology Group
Ltd., a Bermuda corporation, and Toshack Acquisitions Ltd., an Israeli
corporation, is validly terminated and (ii) the date upon which the Merger
becomes effective (the "Expiration Date"), at the Company Shareholder Meeting
(as defined in the Merger Agreement), however called, and at every adjournment
or postponement thereof, or in any written action by consent of shareholders of
the Company, to (a) appear, or cause the holder of record as of the record date
for the Company Shareholder Meeting to appear at the Company Shareholder
Meeting, or any adjournments or postponements thereof, for the purpose of
establishing a quorum, (b) vote or cause to be voted all the Subject Securities
in favor of the Merger (as defined in the Merger Agreement) and the other
related transactions, the adoption and approval of the terms of the Merger
Agreement and in favor of the transactions and each of the other actions
contemplated by the Merger Agreement and the Merger, and (c) vote all the
Subject Securities against any Acquisition Proposal and any related transaction
or agreement. The term "Acquisition Proposal" shall mean, other than the Merger,
any proposal or inquiry that constitutes, or may reasonably be expected to lead
to an Acquisition Transaction. The term "Acquisition Transaction" shall mean any
acquisition or purchase of a substantial amount of assets of, or any equity
interest in, the Company, or any merger, consolidation, business combination,
amalgamation, arrangement, recapitalization, liquidation, dissolution, or
similar transaction involving the Company or any of its subsidiaries or any
other material corporate transactions the consummation of which would, or could
reasonably be expected to, impede, interfere with, prevent or materially delay
the Merger.
This Proxy does not relate to, and the undersigned Shareholder remains
entitled to vote the Subject Securities on, all other matters. This proxy shall
be binding upon the heirs, successors and assigns of the undersigned (including
any transferee of any of the Subject Securities).
NY2:\975341\01
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This proxy shall terminate upon the Expiration Date.
Dated:
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SHAREHOLDER
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Name:
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Number of Company Ordinary
Shares owned beneficially
or of record as of the date
of this proxy:
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