AGREEMENT AND PLAN OF MERGER BY AND AMONG AF HOLDINGS, INC. (“Parent”), AF MERGER SUB, INC. a wholly-owned direct subsidiary of Parent (“Merger Sub”), and AEROFLEX INCORPORATED (the “Company”) Dated as of March 2, 2007Agreement and Plan of Merger • March 5th, 2007 • Aeroflex Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 2, 2007 (this “Agreement”), by and among AF Holdings, Inc., a Delaware corporation (“Parent”), AF Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Aeroflex Incorporated, a Delaware corporation (the “Company”). Capitalized terms used without having been previously defined in this Agreement are defined in the Section indicated for such capitalized terms in the Index of Defined Terms.
Amendment to Rights AgreementAmendment to Rights Agreement • March 5th, 2007 • Aeroflex Inc • Semiconductors & related devices • Delaware
AMENDMENT TO RIGHTS AGREEMENT, dated as of March 2, 2007, (this “Amendment”), to the Rights Agreement, dated as of August 13, 1998, (the “Rights Agreement”), by and between Aeroflex Incorporated (the “Company”) and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement.
AEROFLEX INCORPORATEDLetter Agreement • March 5th, 2007 • Aeroflex Inc • Semiconductors & related devices
This Letter Agreement is entered into, effective as of the date hereof, between you and Aeroflex Incorporated ("Aeroflex"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the employment agreement entered into between you and Aeroflex as of April 15, 1999, as amended (the "Employment Agreement").
AEROFLEX INCORPORATEDLetter Agreement • March 5th, 2007 • Aeroflex Inc • Semiconductors & related devices
This Letter Agreement is entered into, effective as of the date hereof, between you and Aeroflex Incorporated ("Aeroflex"). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the employment agreement entered into between you and Aeroflex as of April 15, 1999, as amended (the "Employment Agreement").
