EXHIBIT 2.2 SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 5th, 2004 • Amis Holdings Inc • Semiconductors & related devices
COMMON STOCKUnderwriting Agreement • September 22nd, 2003 • Amis Holdings Inc • Semiconductors & related devices • New York
EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 9th, 2005 • Amis Holdings Inc • Semiconductors & related devices • California
ACQUISITION"), holds a 90% limited membership interest in Emma. Following the consummation of the Proposed Merger, the Borrower will hold a 10% general membership interest in Emma, and modifications will be made to Emma's constitutive documents (or...Credit Agreement • November 9th, 2005 • Amis Holdings Inc • Semiconductors & related devices • New York
AMENDMENT NO. 1 TO THE FIRST AMENDED AND RESTATED SHAREHOLDERS' AGREEMENTShareholder Agreement • March 11th, 2005 • Amis Holdings Inc • Semiconductors & related devices • Delaware
EXHIBIT 4.2 AMI SEMICONDUCTOR, INC. 10 3/4% SENIOR SUBORDINATED NOTES DUE 2013 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 10th, 2003 • Amis Holdings Inc • New York
net cash proceeds of which are used to finance the Acquisition Consideration, the Restructuring Costs and related fees and expenses. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the...Credit Agreement • May 13th, 2003 • Amis Holdings Inc • Semiconductors & related devices • New York
amongCredit Agreement • May 6th, 2005 • Amis Holdings Inc • Semiconductors & related devices • New York
EXHIBIT 10.22 AMENDMENT NO. 1 TO ADVISORY AGREEMENT This Amendment No. 1 to the Advisory Agreement (this "AMENDMENT") is made and entered into as of _________, 2003 by and between AMIS Holdings, Inc. ("HOLDINGS"), AMI Semiconductor, Inc. (the...Advisory Agreement • September 18th, 2003 • Amis Holdings Inc • Semiconductors & related devices • Delaware
dated as ofShareholders' Agreement • May 13th, 2003 • Amis Holdings Inc • Semiconductors & related devices • Delaware
Exhibit 10.6 AMENDED AND RESTATED CREDIT AGREEMENT dated as of September [ ], 2003,Credit Agreement • September 22nd, 2003 • Amis Holdings Inc • Semiconductors & related devices • New York
Article 1 Position; Term of AgreementEmployment Agreement • September 18th, 2003 • Amis Holdings Inc • Semiconductors & related devices • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AMI ACQUISITION LLCLimited Liability Company Agreement • May 13th, 2003 • Amis Holdings Inc • Semiconductors & related devices • Delaware
relating to theCredit Agreement • May 13th, 2003 • Amis Holdings Inc • Semiconductors & related devices • New York
Exhibit 10.6 AMENDED AND RESTATED CREDIT AGREEMENT dated as of September [ ], 2003,Credit Agreement • September 23rd, 2003 • Amis Holdings Inc • Semiconductors & related devices • New York
ARTICLE 5 REGISTRATION RIGHTSShareholder Agreement • March 24th, 2004 • Amis Holdings Inc • Semiconductors & related devices • Delaware
AMIS Holdings, Inc. Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • March 16th, 2007 • Amis Holdings Inc • Semiconductors & related devices • New York
This Agreement shall terminate and become null and void if the Public Offering Date shall not have occurred on or before March 31, 2007.
INDENTUREIndenture • February 10th, 2003 • Amis Holdings Inc • New York
FIT-OUT WORKSMemorandum of Agreement • March 11th, 2005 • Amis Holdings Inc • Semiconductors & related devices
EXHIBIT 10.3 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 9th, 2006 • Amis Holdings Inc • Semiconductors & related devices • Delaware
Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows: SECTION 1. Waiver and Agreement. (a)...Credit Agreement • May 13th, 2003 • Amis Holdings Inc • Semiconductors & related devices • New York
EXHIBIT 10.17 AMIS HOLDINGS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (the "AGREEMENT") is made as of [?], 2002 by and between AMIS Holdings, Inc., a Delaware corporation (the "COMPANY"), and [?] (the "INDEMNITEE"). WHEREAS, the...Indemnification Agreement • September 18th, 2003 • Amis Holdings Inc • Semiconductors & related devices • Delaware
ARTICLE 1 POSITION; TERM OF AGREEMENTEmployment Agreement • August 1st, 2005 • Amis Holdings Inc • Semiconductors & related devices • Delaware
RECITALSSettlement Agreement • May 9th, 2006 • Amis Holdings Inc • Semiconductors & related devices • Delaware
VOTING AGREEMENTVoting Agreement • December 14th, 2007 • Amis Holdings Inc • Semiconductors & related devices • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2007, by and among ON SEMICONDUCTOR CORPORATION, a Delaware corporation (“Parent”), AMIS HOLDINGS, INC., a Delaware corporation (the “Company”) (only with respect to Section 2(b) hereof), and the undersigned stockholder (“Stockholder”) of the Company.
ARTICLE 1 TERM AND NATURE OF AGREEMENTChange of Control Severance Agreement • November 9th, 2006 • Amis Holdings Inc • Semiconductors & related devices • Delaware
EXHIBIT 10.29 CONTRACT OF LEASE KNOW ALL MEN BY THESE PRESENTS: This Contract of Lease (hereafter, "Contract"), made and entered into this _______ day of _____ 2005 at Quezon City, Metro Manila, Philippines, by and between: ILO LAND, INC., a domestic...Contract of Lease • March 11th, 2005 • Amis Holdings Inc • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ON SEMICONDUCTOR CORPORATION, INC., a Delaware corporation; ORANGE ACQUISITION CORPORATION, INC., a Delaware corporation; and AMIS HOLDINGS, INC., a Delaware corporationMerger Agreement • December 14th, 2007 • Amis Holdings Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (“Agreement”) is made and entered into as of December 13, 2007, by and among: ON SEMICONDUCTOR CORPORATION, Delaware corporation (“Parent”); ORANGE ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”); and AMIS HOLDINGS, INC. , a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in EXHIBIT A and other capitalized terms used in this Agreement are defined in the Sections of this Agreement where they first appear.
PARENT VOTING AGREEMENTStockholder Voting Agreement • December 14th, 2007 • Amis Holdings Inc • Semiconductors & related devices • Delaware
THIS STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 13, 2007, by and among ON SEMICONDUCTOR CORPORATION, a Delaware corporation (“Parent”) (only with respect to Section 2(b) hereof), AMIS HOLDINGS, INC., a Delaware corporation (the “Company”) and the undersigned stockholder (“Stockholder”) of Parent.
ContractCredit Agreement • August 3rd, 2007 • Amis Holdings Inc • Semiconductors & related devices • New York
AMENDMENT NO. 3, CONSENT, WAIVER AND AGREEMENT dated as of August 1, 2007 (this “Amendment”), to the Credit Agreement dated as of April 1, 2005, as amended by Amendment No. 1, Consent, Waiver and Agreement dated as of August 19, 2005 and Amendment No. 2, Consent, Waiver and Agreement dated as of March 7, 2007 (as so amended, the “Credit Agreement”), among AMI SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), AMIS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I of the Credit Agreement) and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” ) for the Lenders.
ContractCredit Agreement • March 13th, 2007 • Amis Holdings Inc • Semiconductors & related devices • New York
AMENDMENT NO. 2, CONSENT, WAIVER AND AGREEMENT dated as of March 7, 2007 (this “Amendment”), to the Credit Agreement dated as of April 1, 2005, as amended by Amendment No. 1, Consent, Waiver and Agreement dated as of August 19, 2005 (as so amended, the “Credit Agreement”), among AMI SEMICONDUCTOR, INC., a Delaware corporation (the “Borrower”), AMIS HOLDINGS, INC., a Delaware corporation (“Holdings”), the Lenders (as defined in Article I of the Credit Agreement) and CREDIT SUISSE (formerly known as Credit Suisse First Boston), as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” ) for the Lenders.
EXHIBIT 10.38 AGREEMENT IN PRINCIPLE As of March 1, 2006, (the "Effective Date"), Schneider Electric S.A. a French corporation and Square D Company a Delaware corporation, on behalf of themselves and all of their subsidiaries (hereinafter collectively...Agreement in Principle • March 15th, 2006 • Amis Holdings Inc • Semiconductors & related devices • Delaware
As of March 1, 2006, (the "Effective Date"), Schneider Electric S.A. a French corporation and Square D Company a Delaware corporation, on behalf of themselves and all of their subsidiaries (hereinafter collectively referred to as "Schneider") and AMI Semiconductor, Inc. and AMI Semiconductor Belgium BVBA, on behalf of themselves and all of their subsidiaries (hereinafter collectively referred to as "AMI") have reached an agreement in principle ("Agreement") in connection with 1) a full and final settlement of all disputes and claims, past and future, known and unknown, involving certain application specific integrated circuits supplied by AMI to Schneider and incorporated into Schneider's AFCI circuit breakers (the "Claim") and 2) the continuation and growth of the amount of business to be done between Schneider and AMI over the next five years through a preferred supplier arrangement.
Exhibit 10.4 AMIS HOLDINGS, INC. AMENDED AND RESTATED 2000 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to your Restricted Stock Unit Award Notice (the "AWARD NOTICE") and this Restricted Stock Unit Award Agreement (this...Restricted Stock Unit Award Agreement • November 9th, 2006 • Amis Holdings Inc • Semiconductors & related devices • Delaware
AMIS HOLDINGS, INC. Amended and Restated 2000 Equity Incentive Plan Stock Option Agreement (Nonstatutory Stock Option)Stock Option Agreement • February 7th, 2005 • Amis Holdings Inc • Semiconductors & related devices
Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Stock Option Agreement, AMIS HOLDINGS, INC., a Delaware corporation (the “Company”), has granted you an option under its 2000 Equity Incentive Plan (as amended and restated, the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.
JOINT FILING STATEMENTJoint Filing Statement • February 17th, 2004 • Amis Holdings Inc • Semiconductors & related devices
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, each of the undersigned agrees that (i) this statement on Schedule 13G has been adopted and filed on behalf of each of them and (ii) all future amendments to such statement on Schedule 13G will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal officer thereof.
