AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ON SEMICONDUCTOR, INC., a Delaware corporation; CENTAUR ACQUISITION CORPORATION, a Delaware corporation; and CATALYST SEMICONDUCTOR, INC., a Delaware corporation Dated as of July 16, 2008Merger Agreement • July 17th, 2008 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of July 16, 2008, by and among: ON SEMICONDUCTOR, INC., a Delaware corporation (“Parent”); CENTAUR ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and CATALYST SEMICONDUCTOR, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.
