AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 2nd, 2006 • Conexant Systems Inc • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 26, 2006, by and among: Acquicor Technology Inc., a Delaware corporation (“Parent”); Joy Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); Jazz Semiconductor, Inc., a Delaware corporation (the “Company”); and TC Group, L.L.C. as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 2nd, 2006 • Conexant Systems Inc • Semiconductors & related devices • Delaware
This Stockholder Support Agreement (“Agreement”) is entered into as of September 26, 2006, by and between Acquicor Technology Inc., a Delaware corporation (“Parent”), and each of the parties listed on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
