ON SEMICONDUCTOR CORPORATION 47,000,000 SHARES OF COMMON STOCK ($0.01 PAR VALUE) UNDERWRITING AGREEMENTUnderwriting Agreement • February 4th, 2004 • On Semiconductor Corp • Semiconductors & related devices • New York
ON SEMICONDUCTOR CORPORATION, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and TPG Semiconductor Holdings LLC, a Delaware limited liability company (the “Selling Shareholder”) proposes to sell to the several Underwriters, an aggregate of 47,000,000 shares of the common stock, $0.01 par value per share of the Company, (the “Firm Shares”), of which 34,000,000 shares are to be issued and sold by the Company and 13,000,000 shares are to be sold by the Selling Shareholder. The Company also proposes to issue and sell to the several Underwriters and the Selling Shareholder also proposes to sell to the several Underwriters not more than an additional 7,050,000 shares of the common stock, $0.01 par value per share of the Company (the “Additional Shares”), of which 5,100,000 shares are to be issued and sold by the Company and 1,950,000 shares are to be sold by the Selling Shareholder on a pro rata
