REASONABLE BEST EFFORTS TO TAKE ALL SUCH ACTION AS MAY BE NECESSARY
OR APPROPRIATE TO EFFECTUATE THE MERGER UNDER THE DGCL AT THE TIME SPECIFIED IN
SECTION 1.3 HEREOF.
IF, AT ANY TIME AFTER THE EFFECTIVE TIME, ANY FURTHER
ACTION IS NECESSARY OR DESIRABLE TO CARRY OUT THE PURPOSES OF THIS AGREEMENT AND
TO VEST THE SURVIVING CORPORATION WITH FULL RIGHT, TITLE AND POSSESSION TO ALL
PROPERTIES, RIGHTS, PRIVILEGES, IMMUNITIES, POWERS AND FRANCHISES OF EITHER OF
THE CONSTITUENT CORPORATIONS, THE OFFICERS OF THE SURVIVING CORPORATION ARE
FULLY AUTHORIZED IN THE NAME OF EACH CONSTITUENT CORPORATION OR OTHERWISE TO
TAKE, AND SHALL TAKE, ALL SUCH LAWFUL AND NECESSARY ACTION.
1.7
THE CLOSING.
THE CLOSING OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (THE "CLOSING") WILL TAKE PLACE AT THE OFFICES OF
MICROSEMI CORPORATION AT 2381 MORSE AVENUE, IRVINE,
2
CALIFORNIA, 92614, WITHIN THREE (3) BUSINESS DAYS AFTER THE DATE ON WHICH THE
LAST OF THE CONDITIONS SET FORTH IN ARTICLE VI SHALL HAVE BEEN SATISFIED OR
WAIVED, OR AT SUCH OTHER PLACE AND ON SUCH OTHER DATE AS IS MUTUALLY AGREEABLE
TO PARENT AND THE COMPANY (THE "CLOSING DATE").
THE CLOSING WILL BE EFFECTIVE
AS OF THE EFFECTIVE TIME.
ARTICLE II
CONVERSION OF SECURITIES
2.1
CONVERSION OF SECURITIES.
AT THE EFFECTIVE
TIME, BY VIRTUE OF THE MERGER AND WITHOUT ANY ACTION ON THE PART OF PARENT,
MERGER SUB, THE COMPANY, THE HOLDER OF ANY SHARES OF COMPANY COMMON STOCK (AS
DEFINED BELOW) OR THE HOLDER OF ANY OPTIONS, WARRANTS OR OTHER RIGHTS TO ACQUIRE
OR RECEIVE SHARES OF COMPANY COMMON STOCK, THE FOLLOWING SHALL OCCUR:
(A)
CONVERSION OF COMPANY COMMON STOCK.
AT THE
EFFECTIVE TIME, EACH SHARE OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF THE
COMPANY (THE "COMPANY COMMON STOCK") ISSUED AND OUTSTANDING IMMEDIATELY PRIOR TO
THE EFFECTIVE TIME (OTHER THAN ANY SHARES OF COMPANY COMMON STOCK TO BE CANCELED
PURSUANT TO SECTION 2.1(B) WILL BE CANCELED AND EXTINGUISHED AND BE CONVERTED
AUTOMATICALLY INTO THE RIGHT TO RECEIVE THE SUM OF TWO DOLLARS ($2.00) IN CASH
(THE "CASH COMPONENT"), WITHOUT INTEREST, PLUS 0.435 SHARES (THE "EXCHANGE
RATIO") OF COMMON STOCK, PAR VALUE $.20 PER SHARE, OF THE PARENT (THE "PARENT
COMMON STOCK"). NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH ABOVE, THE
AGGREGATE AMOUNT OF CASH RECEIVED UNDER THIS SECTION 2.1 BY THE STOCKHOLDERS OF
THE COMPANY WHO EXCHANGE COMPANY COMMON STOCK FOR PARENT COMMON STOCK IN THE
MERGER SHALL NOT EXCEED TWENTY PERCENT (20%) OF THE SUM OF (I) SUCH AMOUNT OF
CASH PLUS (II) THE PRODUCT OF (A) THE AGGREGATE NUMBER OF SHARES OF PARENT
COMMON STOCK TO BE RECEIVED IN THE MERGER BY SUCH STOCKHOLDERS MULTIPLIED BY
(B) THE CLOSING SALE PRICE FOR A SHARE OF PARENT COMMON STOCK ON THE NASDAQ
NATIONAL MARKET ON THE TRADING DAY IMMEDIATELY PRIOR TO THE EFFECTIVE TIME, AND
THE STOCK COMPONENT SHALL BE INCREASED SO AS TO PREVENT SUCH A RESULT. ALL
REFERENCES IN THIS AGREEMENT TO PARENT COMMON STOCK TO BE ISSUED PURSUANT TO THE
MERGER SHALL BE DEEMED