EXHIBIT 11
LOCK-UP AGREEMENT
February 3, 2004
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
and
Credit Suisse First Boston LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Dear Sirs and Mesdames:
The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated
("Xxxxxx Xxxxxxx") and Credit Suisse First Boston ("CSFB," together with Xxxxxx
Xxxxxxx, the "Managers") propose to enter into an Underwriting Agreement (the
"Underwriting Agreement") with ON Semiconductor Corporation, a Delaware
corporation (the "Company"), and TPG Semiconductor Holdings LLC, a Delaware
limited liability company, providing for the public offering (the "Public
Offering") by the several Underwriters, including the Managers (the
"Underwriters"), of 47,000,000 shares (the "Shares") of the common stock, par
value $0.01 per share, of the Company (the "Common Stock").
To induce the Underwriters that may participate in the Public Offering
to continue their efforts in connection with the Public Offering, the
undersigned hereby agrees that, without the prior written consent of the
Managers on behalf of the Underwriters, it will not, during the period
commencing on the date hereof and ending 90 days after the date of the final
prospectus relating to the Public Offering (the "Prospectus"), (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock or (2) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Common Stock, whether any such transaction described in
clause (1) or (2) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise. The foregoing sentence shall not apply
to (a) transfers of shares of Common Stock or any security convertible into
Common Stock as a bona fide gift or gifts, (b) distributions of shares of Common
Stock or any security convertible into Common Stock to the partners,
shareholders or members of the undersigned or its affiliates, (c) transfers and
dispositions between or among the undersigned, any of its affiliates and any
partners, shareholders or members of any of the foregoing, provided that in the
case of any transfer, distribution or disposition pursuant to clause (b), (c) or
(d), (i) each donee, distributee or disposition recipient shall execute and
deliver to each Manager a duplicate form of this Lock-up Letter and (ii) if a
filing by any party (donor, donee, transferor, transferee, disposer or
disposition recipient) under Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), shall be required in connection with such
transfer, distribution or disposition (other than a filing on a Form 5 made
after the expiration of the 90-day period referred to above), such party shall
provide the Managers no less than one day prior notice of such filing (it being
understood that no such filing shall be made by any such party if not required
to be made under the Exchange Act). In addition, the undersigned agrees that,
without the prior written consent of the Managers on behalf of the Underwriters,
it will not, during the period commencing on the date hereof and ending 90 days
after the date of the Prospectus, make any demand for or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock.
Whether or not the Public Offering actually occurs depends on a number
of factors, including market conditions. Any Public Offering will only be made
pursuant to an Underwriting Agreement, the terms of which are subject to
negotiation between the Company and the Underwriters.
Delivery of an executed signature page to this letter by facsimile
shall be effective as delivery of a manually executed signature page of this
letter.
Very truly yours,
TPG ON Holdings LLC
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President and Secretary
Address: 000 Xxxxxxxx Xx, Xxxxx 0000
Xxxxx Xxxxx, Xxxxx 00000
