ContractAgreement and Plan of Reorganization • November 14th, 2001 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CYPRESS SEMICONDUCTOR CORPORATION, LION ACQUISITION CORPORATION, LARA NETWORKS, INC. U.S. BANK TRUST NATIONAL ASSOCIATION., AS ESCROW AGENT (with respect to Article VII only), AND KENNETH P. LAWLER, AS SECURITYHOLDER AGENT (with respect to Articles I and VII only) Dated as of June 2, 2001
ContractAgreement and Plan of Reorganization • November 14th, 2001 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
FIRST AMENDMENT To AGREEMENT AND PLAN OF REORGANIZATION This FIRST AMENDMENT to AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of July 3, 2001 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Parent”); Lion Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); Lara Networks, Inc., a Delaware corporation (the “Company”); U.S. Bank Trust, N.A. (the “Escrow Agent”); and Kenneth P. Lawler (the “Securityholder Agent”). WHEREAS, the parties have previously entered into that certain Agreement and Plan of Reorganization, dated as of June 2, 2001 (the “Agreement”); and WHEREAS, the parties wish to amend the Agreement; NOW, THEREFORE, the parties agree as follows:
ContractAgreement and Plan of Reorganization • November 14th, 2001 • Cypress Semiconductor Corp /De/ • Semiconductors & related devices • California
FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION This FIRST AMENDMENT to AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”) is made and entered into as of September 10, 2001 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Parent”); Idaho Acquisition Corporation, an Idaho corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); In-System Design, Inc., an Idaho corporation (the “Company”); U.S. Bank Trust, N.A. (the “Escrow Agent”); and Lynn Watson (the “Securityholder Agent”). WHEREAS, Parent, the Company, the Escrow Agent and the Securityholder Agent have previously entered into that certain Agreement and Plan of Reorganization, dated as of August 19, 2001 (the “Agreement”); WHEREAS, the Agreement contemplates the creation of Merger Sub and the execution of a joinder whereby Merger Sub will become a party to the Agreement prior to the Effective Time; WHEREAS, the parties to this Amendment wish to amend the Agreement to join Merger Sub a
