AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 11th, 2019 • Nvidia Corp • Semiconductors & related devices
Contract Type FiledMarch 11th, 2019 Company IndustryThis AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated March 10, 2019, is by and among NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation (“Guarantor”), and Mellanox Technologies, Ltd, a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • March 11th, 2019 • Nvidia Corp • Semiconductors & related devices
Contract Type FiledMarch 11th, 2019 Company IndustryVOTING AGREEMENT (this “Voting Agreement”), dated as of March 10, 2019, by and between NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), and the shareholders listed in Exhibit A (each, a “Shareholder”).