AGREEMENT AND PLAN OF MERGER by and among LEYARD AMERICAN CORPORATION, LEOPARD ACQUISITION CORPORATION, LEYARD OPTOELECTRONIC CO., LTD. and PLANAR SYSTEMS, INC. Dated as of August 12, 2015Agreement and Plan of Merger • August 13th, 2015 • Planar Systems Inc • Electronic components, nec • Oregon
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 12, 2015, by and among Leyard American Corporation, a Delaware corporation (“Parent”), Leopard Acquisition Corporation, an Oregon corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Leyard Optoelectronic Co., Ltd., the indirect owner of all of the issued and outstanding capital stock of Parent (the “Guarantor”), and Planar Systems, Inc., an Oregon corporation (the “Company”).
FIRST AMENDMENT OF RIGHTS AGREEMENTRights Agreement • August 13th, 2015 • Planar Systems Inc • Electronic components, nec • Oregon
THIS FIRST AMENDMENT OF RIGHTS AGREEMENT (this “Amendment”), effective as of August 12, 2015, is made by Planar Systems, Inc., an Oregon corporation (the “Company”), and Computershare Inc., successor-in-interest to Mellon Investor Services LLC (the “Rights Agent”). Capitalized terms used but not defined herein or in the Rights Agreement shall have the meaning given to such terms in the Merger Agreement (as defined below), provided the Company shall provide the Merger Agreement to the Rights Agent upon its request.
