AGREEMENT AND PLAN OF MERGER among STMICROELECTRONICS N.V., SOPHIA ACQUISITION CORP. and GENESIS MICROCHIP INC. Dated as of December 10, 2007Merger Agreement • December 13th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • New York
AGREEMENT AND PLAN OF MERGER, dated as of December 10, 2007 (this “Agreement”), among STMICROELECTRONICS N.V., a limited liability company organized under the Laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands (“Parent”), SOPHIA ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and GENESIS MICROCHIP INC., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO PREFERRED STOCK RIGHTS AGREEMENTPreferred Stock Rights Agreement • December 13th, 2007 • Genesis Microchip Inc /De • Semiconductors & related devices • New York
This Amendment No. 2 (the “Amendment”), dated effective as of December 10, 2007, to the Preferred Stock Rights Agreement, dated as of June 27, 2002, as amended on March 16, 2003 (as so amended, the “Rights Agreement”), by and between Genesis Microchip Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC (the “Rights Agent”), is being executed at the direction of the Company.
