AGREEMENT AND PLAN OF MERGER BY AND AMONG SILICON LABORATORIES INC. EL DORADO MERGER SUB, INC. EMBER CORPORATION AND TODD HIXON, AS STAKEHOLDER REPRESENTATIVE MAY 16, 2012Merger Agreement • May 21st, 2012 • Silicon Laboratories Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of May 16, 2012 by and among Silicon Laboratories Inc., a Delaware corporation (“Acquiror”), El Dorado Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly owned subsidiary of Acquiror, Ember Corporation, a Delaware corporation (“Target”), and, solely with respect to Sections 2.8, 9 and 10 hereof, Todd Hixon, solely in his capacity as Stakeholder Representative (the “Stakeholder Representative”).
