AGREEMENT AND PLAN OF MERGER by and among EMERSON ELECTRIC CO., EMERSUB CXIV, INC. and NATIONAL INSTRUMENTS CORPORATION Dated as of April 12, 2023Agreement and Plan of Merger • April 12th, 2023 • National Instruments Corp • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 12, 2023 (this “Agreement”), by and among Emerson Electric Co., a Missouri corporation (“Parent”), Emersub CXIV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and National Instruments Corporation, a Delaware corporation (the “Company”). Parent, Merger Sub, and the Company are referred to herein as the “parties” and each, a “party.”
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • April 12th, 2023 • National Instruments Corp • Services-prepackaged software
THIS AMENDMENT No. 1 (this “Amendment”), dated as of April 12, 2023, amends the Rights Agreement, dated as of January 13, 2023 (the “Rights Agreement”) between National Instruments Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally charted trust company, as rights agent (the “Rights Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Rights Agreement.
