AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 21, 2005, by and among: SCHNEIDER ELECTRIC SA, a societé anonyme organized under the laws of the Republic of France (“Parent”); BEACON PURCHASER CORPORATION, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Acquisition Sub”); and BEI TECHNOLOGIES, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT TO RIGHTS AGREEMENT BETWEEN BEI TECHNOLOGIES, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANYRights Agreement • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
THIS AMENDMENT TO RIGHTS AGREEMENT (the “Amendment”) is made as of the 21st day of July, 2005, by and between BEI TECHNOLOGIES, INC., a Delaware corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York banking corporation (the “Rights Agent”).
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • July 27th, 2005 • Bei Technologies Inc • Industrial instruments for measurement, display, and control • Delaware
