Common use of Merger and Consolidation of NXP USA Clause in Contracts

Merger and Consolidation of NXP USA. (a) NXP USA may not: (1) consolidate with or merge with or into any Person, or (2) sell, convey, transfer or dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3) permit any Person to merge with or into NXP USA, unless: (A) the other Person is the Parent, the Company or NXP Funding (or becomes a Subsidiary Guarantor concurrently with the transaction); or (B) (1) either (x) NXP USA is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of NXP USA under the Notes; and (2) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; or (C) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of NXP USA or the sale or disposition of all or substantially all the assets of NXP USA otherwise permitted by this Indenture. (b) NXP USA’s obligations with respect to a series of Notes will terminate and release: (1) upon a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of NXP USA or of a Person who holds all of the Capital Stock of NXP USA, such that NXP USA does not remain a Subsidiary, or the sale or disposition of all or substantially all of the assets of NXP USA, in each case, as otherwise permitted by this Indenture; (2) upon defeasance or discharge of the Notes of such series, as provided in Article 8; (3) at the option of the Issuers, so long as no Event of Default has occurred and is continuing with respect to such series of Notes, once NXP USA is unconditionally released from its liability with respect to (i) the Revolving Credit Agreement and (ii) the Existing Notes.

Merger and Consolidation of NXP USA. (ai) NXP USA may not: (1A) consolidate with or merge with or into any Person, or (2B) sell, convey, transfer or dispose of all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or (3C) permit any Person to merge with or into NXP USA, unless: (A1) the other Person is the ParentParent Guarantor, the Company NXP B.V. or NXP Funding (or becomes a Subsidiary Guarantor concurrently with the transaction); or (B) (12) either (x) NXP USA is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of NXP USA under the NotesSecurities; and (2) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing; or (C3) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of NXP USA or the sale or disposition of all or substantially all the assets of NXP USA otherwise permitted by this Indenture. (bD) NXP USA’s obligations with respect to a series of Notes Securities will terminate and release: (1) upon a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of NXP USA or of a Person who holds all of the Capital Stock of NXP USA, such that NXP USA does not remain a Subsidiary, or the sale or disposition of all or substantially all of the assets of NXP USA, in each case, as otherwise permitted by this Indenture; (2) upon defeasance or discharge of the Notes Securities of such series, as provided in Article 8XII; (3) at the option of the IssuersCompanies, so long as no Event of Default has occurred and is continuing with respect to such series of NotesSecurities, once NXP USA is unconditionally released from its liability with respect to (i) the Revolving Credit Agreement and (ii) the Existing Notes.