AGREEMENT AND PLAN OF MERGER by and among INTERNATIONAL RECTIFIER CORPORATION, CANCUN MERGER CORP., CHIL SEMICONDUCTOR CORPORATION, THE SELLERS IDENTIFIED HEREIN and SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE EQUITYHOLDERS’ REPRESENTATIVE...Merger Agreement • February 25th, 2011 • International Rectifier Corp /De/ • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of February 24, 2011, by and among International Rectifier Corporation, a Delaware corporation (“Buyer”), Cancun Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”), CHiL Semiconductor Corporation, a Delaware corporation (the “Company”), solely for the purposes of Sections 1.04, 1.06, 1.07, 1.08, 1.09 and 1.10, Sections 2.01(b), (c)(ii), (d), (g)(ii), (g)(iii), (g)(v), and (g)(vi), Section 2.02, ARTICLE IV, Sections 6.04 and 6.05, Sections 7.01, 7.02, 7.04 and 7.05, Section 9.01, Sections 9.02(a)(i), (a)(ii), (b), (c), (d), (e), and (f), Section 9.03, Section 9.06(d) and Section 9.08, ARTICLE X and ARTICLE XI, the Equityholders party hereto, and, solely for purposes of ARTICLE I, ARTICLE IX, ARTICLE X and ARTICLE XI, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the equityholders’ representative (the “Equityholders’ Representa
