CONSENT
Exhibit
99. 9
This
Consent
(this
“Consent”)
is
entered into as of February 14, 2007 by Acquicor
Technology, Inc.
(the
“Company”)
and
ThinkEquity
Partners LLC,
as
representative of the several underwriters in the Company’s initial public
offering (“ThinkEquity”),
for
the benefit of Acquicor Management LLC, Xxxxxx X. Xxxxx, Xxxx X. Xxxxxx and
Xxxxx X. Xxxxxx (collectively, the “Insiders”),
with
respect to (i) each of those Lock-up Agreements (the “Lock-up
Agreements”)
dated
as of March 13, 2006 delivered to the Company and ThinkEquity by each of the
Insiders and (ii) the Private Placement Unit Purchase Agreement (the
“Unit
Purchase Agreement”)
dated
as of March 8, 2006 among the Company, ThinkEquity and the Insiders.
The
parties agree as follows:
1. Consent.
The
Company and ThinkEquity hereby grant their consent under (A) the Lock-Up
Agreements to (i) the redemption by the Company of an aggregate of 1,873,738
shares of the Company’s common stock from the Insiders for an aggregate
redemptions price of $8,717.11, as set forth on Exhibit A hereto and, (ii)
subject to the condition hereinafter set forth, the pledge of Insider Shares
(as
defined in the Lock-Up Agreements) by the Insiders to Context Opportunistic
Master Fund, LP and Context Advantage Master Fund, LP (collectively,
“Context”)
pursuant to each of those Note Purchase Agreements (the “Note
Purchase Agreements”)
to be
entered into between Context Opportunistic Master Fund, LP and Acquicor
Management LLC and between Context Advantage Master Fund, LP and each of the
Insiders; and, (B) the pledge of Placement Units (as defined in the Unit
Purchase Agreement) by the Insiders to Context pursuant to each of the Note
Purchase Agreements; provided that (i) the Insider Shares and Private Placement
Units as so pledged remain subject to the restrictions on transfer, loan, pledge
or other disposition imposed by the Lock-Up Agreements and the Unit
PurchaseAgreements at all times during which they are in the possession of
the
pledgee or a person or entity acting on its behalf (or at all times during
which
the pledgee or such person acquires a “securities entitlement” in such shares as
defined in Article 8 of the New York Uniform Commercial Code) and following
their release by the pledgee to the Insiders under the Note Purchase Agreements,
and (ii) Section 2.5 of the Note Purchase Agreements shall not be amended
without the consent of ThinkEquity. The Insiders represent and warrant to the
Company and ThinkEquity that the Note Purchase Agreements will be executed
in
the form heretofore presented to the Company and ThinkEquity.
2. Miscellaneous.
2.1 Effect
of Consent. Except
as
specifically modified by this Consent, the terms and conditions of the Lock-up
Agreements and the Unit Purchase Agreement shall remain unchanged and in full
force and effect.
2.2 Governing
Law.
This
Consent shall for all purposes be deemed to be made under and shall be construed
in accordance with the laws of the State of New York.
2.3 Counterparts.
This
Consent may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute a single
instrument.
In
Witness Whereof,
the
parties have executed this Consent
as
of the
date first set forth above.
|
ACQUICOR
TECHNOLOGY INC.
|
||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx
X. Xxxxxx
Title: Chairman
and Chief Executive Officer
|
||
| THINKEQUITY PARTNERS LLC | ||
| |
|
|
| By: | /s/ Xxxxxxxx X. Xxxxx | |
|
Name: Xxxxxxxx
X. Xxxxx
Title: Managing
Director & Head of Syndicate
|
||
EXHIBIT
A
REDEMPTION
|
Insider
|
Number
of shares
|
Redemption
Price
|
|||||
|
1,669,759
|
$
|
7,768.15
|
|||||
|
Xxxxxx
X. Xxxxx
|
67,993
|
$
|
316.32
|
||||
|
Xxxx
X. Xxxxxx
|
67,993
|
$
|
316.32
|
||||
|
Xxxxx
X. Xxxxxx
|
67,993
|
$
|
316.32
|
||||
