AGREEMENT AND PLAN OF MERGER AMONG CASCADE MICROTECH, INC. GRYPHICS, INC. AND GRYPHICS ACQUISITION CORPORATIONMerger Agreement • April 5th, 2007 • Cascade Microtech Inc • Instruments for meas & testing of electricity & elec signals • Oregon
THIS AGREEMENT AND PLAN OF MERGER dated as of April 3, 2007 (this “AGREEMENT”), is entered into by and among Cascade Microtech, Inc., an Oregon corporation (“ACQUIROR”), Gryphics Acquisition Corporation, a Minnesota corporation and a wholly-owned subsidiary of Acquiror (“SUB”), and Gryphics, Inc., a Minnesota corporation (“TARGET”).
SHAREHOLDERS AGREEMENTShareholder Agreement • April 5th, 2007 • Cascade Microtech Inc • Instruments for meas & testing of electricity & elec signals • Oregon
This Agreement is entered into in connection with that certain Agreement and Plan of Merger dated as of April 3, 2007 (the “MERGER AGREEMENT”) by and among Acquiror, Target and Gryphics Acquisition Corporation, a Minnesota corporation and a wholly-owned subsidiary of Acquiror (“SUB”). The Merger Agreement provides for the merger of Target with and into Sub (the “MERGER”) in a transaction in which the issued and outstanding shares of capital stock of Target (the “TARGET COMMON STOCK”) will be converted into the right to receive cash and shares of Common Stock, $0.01 par value, of Acquiror (the “ACQUIROR COMMON 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.
