AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among LAM RESEARCH CORPORATION, TOPEKA MERGER SUB 1, INC., TOPEKA MERGER SUB 2, INC. and KLA- TENCOR CORPORATION dated as of October 20, 2015Merger Agreement • October 21st, 2015 • Kla Tencor Corp • Optical instruments & lenses • New York
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (hereinafter referred to as this “Agreement”), dated October 20, 2015, is by and among Lam Research Corporation, a Delaware corporation (“Parent”), Topeka Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 1”), Topeka Merger Sub 2, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”) and KLA-Tencor Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
