AGREEMENT AND PLAN OF MERGER by and among PLEX SYSTEMS HOLDINGS, INC., A DELAWARE CORPORATION, ROCKWELL AUTOMATION, INC., A DELAWARE CORPORATION, ROCKWELL AUTOMATION US HOLDINGS, INC., A DELAWARE CORPORATION, and FRANCISCO PARTNERS MANAGEMENT LLC,...Agreement and Plan of Merger • June 25th, 2021 • Rockwell Automation, Inc • Measuring & controlling devices, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 24. 2021, is made by and among Plex Systems Holdings, Inc., a Delaware corporation, Inc. (the “Company”), Rockwell Automation, Inc., a Delaware corporation (the “Parent”), Rockwell Automation US Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Parent (the “Merger Sub”), and Francisco Partners Management LLC, solely in its capacity as the representative for the Company’s securityholders (the “Representative”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
