FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 15th, 2009 • California Micro Devices Corp • Electronic components & accessories • Delaware
This TENDER AND VOTING AGREEMENT (this “Agreement”) dated December , 2009, among ON Semiconductor Corporation, a Delaware corporation (“Parent”); Pac-10 Acquisition Corporation, a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”); California Micro Devices Corporation, a Delaware corporation (the “Company”) (only with respect to Section 6 and Section 10 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (“Stockholder”).
AGREEMENT AND PLAN OF MERGER among: ON SEMICONDUCTOR CORPORATION, a Delaware corporation; PAC-10 ACQUISITION CORPORATION, a Delaware corporation; and CALIFORNIA MICRO DEVICES CORPORATION, a Delaware corporation Dated as of December 14, 2009Agreement and Plan of Merger • December 15th, 2009 • California Micro Devices Corp • Electronic components & accessories • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 14, 2009, by and among: ON SEMICONDUCTOR CORPORATION, a Delaware corporation (“Parent”); PAC-10 ACQUISITION CORPORATION, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and CALIFORNIA MICRO DEVICES CORPORATION, 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.
