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EXHIBIT 99.1
PADS SOFTWARE, INC.
WRITTEN CONSENT OF STOCKHOLDERS
August __, 2000
Pursuant to Sections 228 and 251 of the General Corporation Law of the
State of Delaware, the undersigned, being the stockholders (entitled to vote and
acting in all capacities, as both a single class and in separate classes or
series, as applicable) of PADS Software, Inc., a Delaware corporation (the
"Corporation"), hereby consent, ratify and approve the following resolution,
with the same force and effect as though consented to, ratified and approved at
a duly called and held meeting of the Corporation's stockholders:
RESOLVED: That the Agreement and Plan of Merger and Reorganization dated as
of June 2, 2000 by and among Innoveda, Inc. ("Innoveda"),
Innovative Software, Inc. ("Transitory Subsidiary"), a wholly
owned subsidiary of Innoveda, and the Corporation (the "Merger
Agreement"), as described in the Consent Solicitation
Statement/Prospectus dated August __, 2000, concerning the
acquisition of the Corporation by Innoveda and attached as ANNEX
A hereto, providing for, among other things, the merger of the
Transitory Subsidiary with and into the Corporation, with the
Corporation remaining as the surviving corporation and the
shares of capital stock of the Corporation being converted into
common stock of Innoveda ("Innoveda Common Stock") and cash, as
more fully set forth in the Merger Agreement, (the "Merger"), be
adopted, together with any ancillary agreements, instruments,
certificates or undertakings in connection therewith or
contemplated thereby, and that the transactions contemplated by
the Merger Agreement, including the Merger, are approved, which
affirmative consent shall be deemed to constitute a release by
the undersigned stockholder and his/her respective successors and
assigns of Innoveda and the Transitory Subsidiary of any claim or
cause of action arising from or relating to the Merger Agreement
and the transactions contemplated thereby.
The undersigned hereby acknowledges and agrees that upon the effective
time of the Merger, the stockholder will have only those rights with respect to
the shares of Innoveda Common Stock it will receive in the Merger as are held by
a holder of shares of Innoveda Common Stock, and all rights of the undersigned
associated with or relating to the capital stock of the Corporation shall
thereupon be terminated.
This Written Consent of Stockholders may be executed in any number of
counterparts, each of which shall be deemed an original hereof, but all of which
together shall constitute one and the same instrument. The foregoing resolution
shall be adopted when the Corporation has received counterparts of this Written
Consent of Stockholders signed by the holders of the Corporation's outstanding
capital stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.
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IN WITNESS WHEREOF, the undersigned has caused this Written Consent of
Stockholders to be executed.
Date:__________, 2000 __________________________
*Signature of Stockholder
Date:__________, 2000 __________________________
*Signature of Joint
Stockholder(s) (if any)
__________________________
*Print Name of Stockholder
__________________________
*Print Name of Joint
Stockholder(s) (if any)
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* This Written Consent of Stockholders should be signed in the exact manner
as your stock certificate is registered, and if registered in two or more
names, all registered stockholders should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by an authorized
officer. If a partnership, please sign in full partnership name by an
authorized person.
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