AGREEMENT AND PLAN OF MERGER by and among AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., EMERALD MERGER SUB, INC., and EMULEX CORPORATION Dated as of February 25, 2015Agreement and Plan of Merger • February 26th, 2015 • Emulex Corp /De/ • Computer communications equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 25, 2015 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (“Parent”), Emerald Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Emulex Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 26th, 2015 • Emulex Corp /De/ • Computer communications equipment • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 25, 2015, is entered into by and among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (“Parent”), Emerald Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder”). All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
