EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • May 20th, 2008 • Tower Semiconductor LTD • Semiconductors & related devices • Delaware
ARTICLE I DEFINITIONSShare Purchase Agreement • October 24th, 2005 • Tower Semiconductor LTD • Semiconductors & related devices • New York
EXHIBIT 4.81 CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. LOAN AGREEMENT This Loan Agreement is made and entered into as of this 10th day of...Loan Agreement • June 25th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices
EXHIBIT 4.44 AGREEMENTShareholder Agreement • October 24th, 2005 • Tower Semiconductor LTD • Semiconductors & related devices
EXHIBIT 99.11 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into effective as of September 28, 2006 by and between TOWER SEMICONDUCTOR LTD. (the "COMPANY" or "TOWER"), a company organized under...Registration Rights Agreement • November 7th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
FIRST AMENDMENT TO A WARRANT ISSUED ON AUGUST 4, 2005 -----------------Warrant Agreement • November 7th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
12,000,000 Shares Tower Semiconductor Ltd. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • January 20th, 2004 • Tower Semiconductor LTD • Semiconductors & related devices • New York
WITNESSETH :Share Purchase Agreement • June 29th, 2005 • Tower Semiconductor LTD • Semiconductors & related devices
EXHIBIT 99.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (the "AGREEMENT") is made and entered into effective as of August 24, 2006 by and between TOWER SEMICONDUCTOR LTD. (the "COMPANY" or "TOWER"), a company organized under the...Securities Purchase Agreement • November 7th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
EXHIBIT 4.85 AMENDMENT NO. 1 TO RESTATED FACILITY AGREEMENT Made and entered into on this 10th day of September, 2007, by and between: (1) TOWER SEMICONDUCTOR LTD. ("THE BORROWER") and (2) BANK LEUMI LE-ISRAEL B.M. and BANK HAPOALIM B.M. ("THE BANKS")...Facility Agreement • June 18th, 2008 • Tower Semiconductor LTD • Semiconductors & related devices
FIRST AMENDMENT TO A WARRANT ISSUED ON AUGUST 4, 2005 -----------------Warrant Amendment • November 7th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
EXHIBIT 4.47 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE SECURITIES ACT") AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS...Warrant Agreement • July 13th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
EXHIBIT 4.61 CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. EQUIPMENT PURCHASE AGREEMENT This Equipment Purchase Agreement (this "AGREEMENT"), dated...Equipment Purchase Agreement • July 13th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • February 16th, 2022 • Tower Semiconductor LTD • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 15, 2022, is by and among Intel Corporation, a Delaware corporation (“Ultimate Parent”), Intel FS Inc., a Delaware corporation (“Parent”), Steel Titanium 2022 Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and Tower Semiconductor Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
TERMINATION AGREEMENT BETWEEN TOWER SEMICONDUCTOR LTD. AND SYNOPSYS, INC. AND SYNOPSYS INTERNATIONAL LIMITEDTermination Agreement • July 13th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2009 • Tower Semiconductor LTD • Semiconductors & related devices
This Registration Rights Agreement (this “Agreement”) originally made on September 28, 2006 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel, and BANK HAPOALIM B.M., a banking corporation organized under the laws of the State of Israel (the “Bank”), is hereby amended and restated by the parties on September 25, 2008.
AMENDMENT NO. 4 TO STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • December 15th, 2010 • Tower Semiconductor LTD • Semiconductors & related devices • New York
THIS AMENDMENT NO. 4 dated November 15, 2010 (the “Amendment”) to the Standby Equity Purchase Agreement dated August 11, 2009, between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited company (the “Investor”) and TOWER SEMICONDUCTOR LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”) as amended by Amendment No. 1 dated August 27, 2009, Amendment No. 2 dated February 4, 2010, and Amendment No. 3 dated April 22, 2010 (as so amended to date, the “Agreement”). Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.
EXHIBIT 99.9 CONVERSION AGREEMENT This Conversion Agreement (this "AGREEMENT") is made and entered into effective as of September 28th, 2006 by and between TOWER SEMICONDUCTOR LTD. (the "COMPANY" or "TOWER"), a company organized under the laws of the...Conversion Agreement • November 7th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices • Tel-Aviv
EXHIBIT 4.8 Option Grant Letter Agreement RE: GRANT OF OPTIONS - CEO SHARE OPTION PLAN 2005 Dear: Mr. Russell Ellwanger Tower Semiconductor Ltd. (the "Company") is pleased to grant you, subject to the receipt of the requisite corporate approvals,...Option Grant Agreement • November 20th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
RIGHTS AGENT AGREEMENTRights Agent Agreement • December 29th, 2005 • Tower Semiconductor LTD • Semiconductors & related devices
This Rights Agent Agreement, made and entered into as of December 15, 2005, by and between Tower Semiconductor Ltd., a company organized under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, a New York trust company with offices at 59 Maiden Lane, New York, New York 10038 (“AST”).
EXHIBIT 4.83 EQUIPMENT FACILITY AGREEMENT THIS EQUIPMENT FACILITY AGREEMENT ("THIS AGREEMENT") is made on the 10th day of September, 2007, BETWEEN: (1) TOWER SEMICONDUCTOR LTD., a company incorporated under the laws of Israel (company no....Equipment Facility Agreement • June 18th, 2008 • Tower Semiconductor LTD • Semiconductors & related devices
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 14, 2007, among Tower Semiconductor Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TOWER SEMICONDUCTOR LTD., AS ISSUER THE BANK OF NEW YORK, AS TRUSTEE AND HERMETIC TRUST (1975) LTD., AS CO-TRUSTEEIndenture • December 14th, 2005 • Tower Semiconductor LTD • Semiconductors & related devices • New York
INDENTURE dated as of December 15 , 2005 by and among Tower Semiconductor Ltd., a company with limited liability incorporated under the laws of Israel (the “Issuer”), The Bank of New York, a New York banking corporation, as trustee (the “Trustee”) and Hermetic Trust (1975) Ltd., an Israeli company, as co-trustee (the “Co-Trustee”, and, together with the Trustee, the “Trustees”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 30th, 2009 • Tower Semiconductor LTD • Semiconductors & related devices
This Securities Purchase Agreement (the “Agreement”) is made and entered into effective as of September 25, 2008 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel and ISRAEL CORPORATION LTD., a company organized under the laws of the State of Israel (the “Purchaser”).
ASSUMPTION AGREEMENTAssumption Agreement • October 2nd, 2008 • Tower Semiconductor LTD • Semiconductors & related devices • New York
This Assumption Agreement (this “Assumption Agreement”) is entered into as of September 19, 2008, by and among Jazz Technologies, Inc. (previously named Acquicor Technology Inc.), a Delaware corporation (the “Company”), Tower Semiconductor Ltd., an Israel company (“Parent”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
CONVERSION AGREEMENTConversion Agreement • June 30th, 2009 • Tower Semiconductor LTD • Semiconductors & related devices • Tel-Aviv
This Conversion Agreement (this “Agreement”) is made and entered into effective as of September 25, 2008 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel and BANK LEUMI LE-ISRAEL B.M., a banking corporation organized under the laws of the State of Israel (the “Bank”).
WARRANT AGREEMENTWarrant Agreement • May 17th, 2011 • Tower Semiconductor LTD • Semiconductors & related devices • New York
This Warrant Agreement (as amended, modified or otherwise supplemented from time to time, this “Agreement”) dated as of July 15, 2010, is made by and between Tower Semiconductor Ltd., a company organized under the laws of Israel (together with its permitted successors and assigns, the “Company”), and American Stock Transfer & Trust Company, LLC, as warrant agent (together with its permitted successors and assigns, the “Warrant Agent”).
MANUFACTURING AGREEMENTManufacturing Agreement • November 17th, 2014 • Tower Semiconductor LTD • Semiconductors & related devices
This MANUFACTURING AGREEMENT (this “Agreement”) is entered into as of April 1, 2014 (the “Effective Date”) between PANASONIC CORPORATION, a Japanese corporation having its place of business at 1 Kotariyakemachi, Nagaokakyo City, Kyoto, 617-8520, Japan (“Panasonic”) and TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD., having its principal place of business at 800 Higashiyama, Uozu City, Toyama 937-8585, Japan (the “Company”). Panasonic and the Company are referred to herein collectively as the “Parties” and individually as a “Party.”
AGREEMENT 14-2A/2005 AMENDMENT TO THE LICENSE AND DESIGN AGREEMENT 92-2C/2002 BETWEEN TOWER SEMICONDUCTOR LTD. AND CHIPIDEA MICROELECTRONICA S.A.License and Design Agreement • July 13th, 2006 • Tower Semiconductor LTD • Semiconductors & related devices
AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • February 5th, 2010 • Tower Semiconductor LTD • Semiconductors & related devices
THIS AMENDMENT NO. 1 (the “Amendment”) to the Standby Equity Purchase Agreement (the “Agreement”), dated August 11, 2009, between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited company (the “Investor”) and TOWER SEMICONDUCTOR LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”) is dated August 27, 2009. Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.
ContractShareholders Agreement • November 17th, 2014 • Tower Semiconductor LTD • Semiconductors & related devices
PORTIONS OF THIS AGREEMENT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934; *** DENOTES OMISSIONS.
BUSINESS TRANSFER AGREEMENT PANASONIC CORPORATION TOWERJAZZ PANASONIC SEMICONDUCTOR CO., LTD. TOWER SEMICONDUCTOR LTD. (as third party beneficiary) APRIL 1, 2014 JAPANBusiness Transfer Agreement • November 17th, 2014 • Tower Semiconductor LTD • Semiconductors & related devices
CONVERSION AGREEMENTConversion Agreement • June 30th, 2009 • Tower Semiconductor LTD • Semiconductors & related devices • Tel-Aviv
This Conversion Agreement (this “Agreement”) is made and entered into effective as of September 25 2008 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel and ISRAEL CORPORATION LTD., a corporation organized under the laws of the State of Israel ( “TIC”).
SERIES I WARRANT To Purchase __________ Ordinary Shares of TOWER SEMICONDUCTOR LTD.Security Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices
THIS SERIES I WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tower Semiconductor Ltd., an Israeli corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of ordinary shares, par value NIS 1.00 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
