AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among PLANAR SYSTEMS, INC., CORNELL ACQUISITION CORPORATION, CLARITY VISUAL SYSTEMS, INC., and with respect to Article VIII and Article X only, PAUL E. GULICK as Shareholder Representative, and...Agreement and Plan of Merger and Reorganization • July 21st, 2006 • Planar Systems Inc • Electronic components, nec • Oregon
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 18, 2006 by and among Planar Systems, Inc., an Oregon corporation (“Parent”), Cornell Acquisition Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Clarity Visual Systems, Inc., an Oregon corporation (the “Company”), and, with respect to Article VIII and Article X hereof, Paul E. Gulick, as Shareholder Representative (the “Shareholder Representative”), and Mellon Investor Services LLC, as Escrow Agent (the “Escrow Agent”).
VOTING AGREEMENTVoting Agreement • July 21st, 2006 • Planar Systems Inc • Electronic components, nec • Oregon
This VOTING AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2006, by and among Planar Systems, Inc., an Oregon corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Clarity Visual Systems, Inc., an Oregon corporation (the “Company”).
