AGREEMENT AND PLAN OF MERGER by and amongAgreement and Plan of Merger • February 16th, 2022 • Tower Semiconductor LTD • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 15, 2022, is by and among Intel Corporation, a Delaware corporation (“Ultimate Parent”), Intel FS Inc., a Delaware corporation (“Parent”), Steel Titanium 2022 Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and Tower Semiconductor Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
