FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 22nd, 2010 • Intersil Corp/De • Semiconductors & related devices • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated March 22, 2010, among INTERSIL CORPORATION, a Delaware corporation (“Parent”); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Purchaser”); TECHWELL, INC., a Delaware corporation (the “Company”) (only with respect to Section 6 and Section 11 hereof and as a third party beneficiary of Section 4(f) hereof); and the undersigned stockholder of the Company (“Stockholder”).
AGREEMENT AND PLAN OF MERGER among: INTERSIL CORPORATION, a Delaware corporation; NAVAJO MERGER SUB, INC., a Delaware corporation; and TECHWELL, INC. a Delaware corporation Dated March 22, 2010Agreement and Plan of Merger • March 22nd, 2010 • Intersil Corp/De • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into on March 22, 2010, by and among: INTERSIL CORPORATION, a Delaware corporation (“Parent”); NAVAJO MERGER SUB, INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and TECHWELL, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.
