AGREEMENT AND PLAN OF MERGER among Integrated Device Technology, Inc., Pinewood Acquisition Corp., Pinewood Merger Sub, LLC and PLX Technology, Inc. Dated as of April 30, 2012Agreement and Plan of Merger • April 30th, 2012 • PLX Technology Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2012 (this “Agreement”), by and among Integrated Device Technology, Inc., a Delaware corporation (“Parent”), Pinewood Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), Pinewood Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Merger LLC”) and PLX Technology, Inc., 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 • April 30th, 2012 • PLX Technology Inc • Semiconductors & related devices • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 30, 2012, is entered into by and among Integrated Device Technology, Inc., a Delaware corporation (“Parent”), ) Pinewood Acquisition Corp., 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).
