AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: PIXELWORKS, INC., a Oregon corporation; NIGHTHAWK ACQUISITION CORP., a Delaware corporation; NDSP DELAWARE, INC., a Delaware corporation; and CERTAIN STOCKHOLDERS OF NDSP DELAWARE, INC.Agreement and Plan of Merger And • January 29th, 2002 • Pixelworks Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Agreement") is made and entered into as of December 6, 2001, by and among: PIXELWORKS, INC., an Oregon corporation ("Parent"); NIGHTHAWK ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent ("MergerSub"); NDSP DELAWARE, INC., a Delaware corporation (the "Company"); the parties identified on Exhibit A (the "Designated Stockholders"). The Designated Stockholders are sometimes referred to collectively in this Agreement as the "Signing Stockholders." Certain other capitalized terms used in this Agreement and not otherwise defined herein are set forth in Exhibit B.
nDSP DELAWARE, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2002 • Pixelworks Inc • Semiconductors & related devices • Delaware
This Agreement is entered into in connection with that certain Agreement and Plan of Merger and Reorganization dated as of December 6, 2001 (as the same may be amended or modified, the "Merger Agreement") by and among Acquiror, Nighthawk Acquisition Corp., Target and the Shareholders. The Merger Agreement provides for the merger of Nighthawk Acquisition Corp. with and into Target (the "Merger") in a transaction in which the issued and outstanding shares of capital stock of Target (the "Target Stock") will be converted into the right to receive shares of Common Stock, par value $.001, of Acquiror (the "Acquiror Stock") as provided by, and on the terms and conditions set forth in, the Merger Agreement. Capitalized terms used herein but not defined herein shall have their defined meanings as set forth in the Merger Agreement.
