AGREEMENT AND PLAN OF MERGER among: SEMTECH CORPORATION, a Delaware corporation; SIERRA MONOLITHICS, INC., a California corporation; SMI MERGER CORP., a California corporation; and SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as...Merger Agreement • December 15th, 2009 • Semtech Corp • Semiconductors & related devices • California
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of November 18, 2009, by and among: Semtech Corporation, a Delaware corporation (“Parent”); SMI Merger Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Sierra Monolithics, Inc., a California corporation (the “Company”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative (the “Shareholders’ Representative”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in Exhibit A.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 15th, 2009 • Semtech Corp • Semiconductors & related devices • California
This First Amendment to the Agreement and Plan of Merger (the “Amendment”) is made and entered into as of December 9, 2009, by and between Semtech Corporation, a Delaware corporation (“Parent”); SMI Merger Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”); Sierra Monolithics, Inc., a California corporation (the “Company”); and Shareholder Representative Services, LLC, a Colorado limited liability company, solely in its capacity as the Shareholders’ Representative (the “Shareholders’ Representative”). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Merger Agreement (as defined below).
