AGREEMENT AND PLAN OF MERGER dated as of January 7, 2007 among KLA-TENCOR CORPORATION, FENWAY ACQUISITION CORPORATION and THERMA-WAVE, INC.Merger Agreement • January 18th, 2007 • Kla Tencor Corp • Optical instruments & lenses • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 7, 2007, among KLA-Tencor Corporation, a Delaware corporation (“Parent”), Fenway Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and Therma-Wave, Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENTMutual Nondisclosure Agreement • January 18th, 2007 • Kla Tencor Corp • Optical instruments & lenses • California
This Amended and Restated Mutual Nondisclosure Agreement (“Agreement”) is made as of May 15, 2006 (“Effective Date”) by and between KLA-Tencor Corporation, a Delaware corporation with its principal office at 160 Rio Robles, San Jose, California 95134 (together with its affiliates, “KLA”), and Therma-Wave Corporation, a Delaware corporation with its principal office at 1250 Reliance Way, Fremont, California 94539 (together with its affiliates, “Therma-Wave,” and collectively with KLA, the “Parties”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • January 18th, 2007 • Kla Tencor Corp • Optical instruments & lenses • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of January 7, 2007 between KLA Tencor Corporation, a Delaware corporation (“Parent”), Fenway Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”), Therma-Wave, Inc., a Delaware corporation (the “Company”), and the parties listed on Annex I and Annex II (each, a “Securityholder”), each an owner of the Company Shares, Series B Convertible Preferred Stock and/or Series B Warrants of the Company.
