(Claim for Violation of 14(d) of the 1934 Act Against Defendants)   (Claim for Violation of Section 14(e) of the 1934 Act Against Defendants)   (Claim for Violation of Section 20(a) of the 1934 Act   Against the Individual Defendants and MaxLinear)   27.  Exar designs, develops, and markets high performance integrated circuits and  system solutions for the industrial, infrastructure, automotive, and audio/video markets.    65.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   66.  Section 14(e) of the 1934 Act states, in relevant part, that:  It shall be unlawful for any person to make any untrue statement of a material fact  or omit to state any material fact necessary in order to make the statements made,  in the light of the circumstances under which they are made, not misleading . . . in  connection with any tender offer or request or invitation for tenders[.]   67.  Defendants disseminated the misleading Solicitation Statement, which contained  statements that, in violation of Section 14(e) of the 1934 Act, in light of the circumstances under  which they were made, omitted to state material facts necessary to make the statements therein  not misleading.     68.  The Solicitation Statement was prepared, reviewed, and/or disseminated by  defendants.     76.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   77.  Section 14(d)(4) of the 1934 Act states:   Any solicitation or recommendation to the holders of such a security to accept or  reject a tender offer or request or invitation for tenders shall be made in  accordance with such rules and regulations as the Commission may prescribe as  necessary or appropriate in the public interest or for the protection of investors.   83.  Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.   84.  The Individual Defendants and MaxLinear acted as controlling persons of Exar  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 Exar and participation in and/or awareness of the  Company’s operations and/or intimate knowledge of the false statements contained in the  Solicitation Statement filed with the SEC, 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.   85.  Each of the Individual Defendants and MaxLinear was provided with or had  unlimited access to copies of the Solicitation 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.   Background of the Company and the Proposed Transaction  