PANSTERA, INC. SHAREHOLDERS AGREEMENTShareholders Agreement • February 13th, 2001 • Pixelworks Inc • Semiconductors & related devices • Oregon
This Agreement is entered into in connection with that certain Agreement and Plan of Merger dated as of December 13, 2000 (as the same may be amended or modified, the "Merger Agreement") by and among Acquiror, Panther Acquisition Inc., Target and the Shareholders. The Merger Agreement provides for the merger of Panther Acquisition Inc. with and into Target (the "Merger") in a transaction in which the issued and outstanding shares of capital stock of Target (the "Target Stock") will be converted into the right to receive shares of Common Stock, par value $.001, of Acquiror (the "Acquiror Stock") as provided by, and on the terms and conditions set forth in, the Merger Agreement. Capitalized terms used herein but not defined herein shall have their defined meanings as set forth in the Merger Agreement.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 13th, 2001 • Pixelworks Inc • Semiconductors & related devices
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (hereinafter, this "Amendment"), made as of this 26th day of January, 2001 (this "Amendment") by and among Pixelworks, Inc., an Oregon corporation ("Parent"), Panther Acquisition, Inc., a California corporation and direct, wholly-owned subsidiary of Parent ("MergerSub") and Panstera, Inc., a California corporation (the "Company").
AGREEMENT AND PLAN OF MERGER AMONG PIXELWORKS, INC., PANTHER ACQUISITION, INC., CERTAIN SHAREHOLDERS OF PANSTERA, INC. AND PANSTERA, INC. Dated as of December 13, 2000Merger Agreement • February 13th, 2001 • Pixelworks Inc • Semiconductors & related devices • Oregon
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of December 13, 2000, among Pixelworks, Inc., an Oregon corporation ("Parent"), Panther Acquisition, Inc., a California corporation and direct, wholly-owned subsidiary of Parent ("MergerSub"), Panstera, Inc., a California corporation (the "Company"), and those certain Shareholders of the Company listed on the signature pages hereof (each a "Signing Company Shareholder" and together, the "Signing Company Shareholders").
