AGREEMENT AND PLAN OF MERGER among OMRON CORPORATION, OMRON MANAGEMENT CENTER OF AMERICA, INC., HOFFMAN ACQUISITION CORP. and ADEPT TECHNOLOGY, INC. Dated as of September 16, 2015Agreement and Plan of Merger • September 16th, 2015 • Omron Corp /Fi • American depositary receipts • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 16, 2015, among OMRON Corporation, a Japanese corporation (“Omron”), Omron Management Center of America, Inc., a Delaware corporation and wholly-owned Subsidiary of Omron (“Parent”), Hoffman Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Adept Technology, Inc., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 16th, 2015 • Omron Corp /Fi • American depositary receipts • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 16, 2015, is entered into by and among Omron Management Center of America, Inc., a Delaware corporation and wholly-owned subsidiary of OMRON Corporation, a Japanese corporation (“Parent”), Hoffman Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”), and the Person or Persons set forth on Schedule A hereto (“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).
