20.  Plaintiff brings this action as a class action on behalf of itself and the other public  stockholders of Ultratech (the “Class”).  Excluded from the Class are defendants herein and any  person, firm, trust, corporation, or other entity related to or affiliated with any defendant.   21.  This action is properly maintainable as a class action.   22.  The Class is so numerous that joinder of all members is impracticable.  As of  September 30, 2016, there were approximately 26,868,613 shares of Ultratech common stock  outstanding, held by hundreds, if not thousands, of individuals and entities scattered throughout  the country.   23.  Questions of law and fact are common to the Class, including, among others,  whether defendants violated the 1934 Act and whether defendants will irreparably harm plaintiff  and the other members of the Class if defendants’ conduct complained of herein continues.   27.  Ultratech designs, manufactures, and markets photolithography and laser  processing equipment.    28.  Founded in 1979, the Company’s market-leading advanced lithography products  deliver high throughput and production yields at a low, overall cost of ownership for bump  packaging of integrated circuits and high-brightness LEDs.    29.  A pioneer of laser processing, Ultratech developed laser spike anneal technology,  which increases device yield, improves transistor performance, and enables the progression of  Moore’s Law for 65-nm and below production of state-of-the-art consumer electronics.   73.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   74.  The Individual Defendants disseminated the false and misleading Proxy Statement,  which contained statements that, in violation of Section 14(a) of the 1934 Act and Rule 14a-9, in  light of the circumstances under which they were made, omitted to state material facts necessary  to make the statements therein not materially false or misleading.  Ultratech is liable as the issuer  of these statements.     75.  The Proxy Statement was prepared, reviewed, and/or disseminated by the  Individual Defendants.  By virtue of their positions within the Company, the Individual Defendants  were aware of this information and their duty to disclose this information in the Proxy Statement.   76.  The Individual Defendants were at least negligent in filing the Proxy Statement  with these materially false and misleading statements.     81.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   82.  The Individual Defendants and Veeco acted as controlling persons of Ultratech  within the meaning of Section 20(a) of the 1934 Act as alleged herein.  By virtue of their positions  as officers and/or directors of Ultratech and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the false statements contained in the Proxy Statement,  they had the power to influence and control and did influence and control, directly or indirectly,  the decision making of the Company, including the content and dissemination of the various  statements that plaintiff contends are false and misleading.   83.  Each of the Individual Defendants and Veeco was provided with or had unlimited  access to copies of the Proxy Statement alleged by plaintiff to be misleading prior to and/or shortly  after these statements were issued and had the ability to prevent the issuance of the statements or  cause them to be corrected.   A.  Background of the Company and the Proposed Transaction   Claim for Violation of Section 14(a) of the 1934 Act and Rule 14a-9 Promulgated  Thereunder Against the Individual Defendants and Ultratech    Claim for Violation of Section 20(a) of the 1934 Act   Against the Individual Defendants and Veeco   