AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 25, 2021 BY AND AMONG SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, TERRA MERGER SUB, INC., GT ADVANCED TECHNOLOGIES INC., PIRINATE CONSULTING GROUP 2 LLC, AND SOLELY FOR PURPOSES OF SECTION 5.19, ON...Merger Agreement • August 25th, 2021 • On Semiconductor Corp • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 25, 2021, is entered into by and among SEMICONDUCTOR COMPONENTS INDUSTRIES, LLC, a Delaware limited liability company (“Parent”), TERRA MERGER SUB, INC., a Delaware corporation and direct, wholly owned Subsidiary of Parent (“Merger Sub”), GT ADVANCED TECHNOLOGIES INC., a Delaware corporation (the “Company”), PIRINATE CONSULTING GROUP 2 LLC, a Delaware limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Stockholders (the “Equityholder Representative”) and solely for purposes of Section 5.19, ON SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Guarantor”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 25th, 2021 • On Semiconductor Corp • Semiconductors & related devices
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of August 25, 2021, by and between Semiconductor Components Industries, LLC, a Delaware limited liability company (“Parent”), and the undersigned equityholder (“Equityholder”) of GT Advanced Technologies inc., a Delaware corporation (the “Company”).
