November 19, 2020Call Option Transaction • November 20th, 2020 • Microchip Technology Inc • Semiconductors & related devices
The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Description of Notes (the “Description of Notes”), dated as of November 16, 2020 and referred to in each of the Exchange Agreements (the “Exchange Agreements”), each dated November 19, 2020 between Counterparty and an investor in the Convertible Notes and relating to the 0.125% Convertible Senior Subordinated Notes due 2024 (as originally issued by Counterparty, the “Convertible Notes” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note”) issued by Counterparty in an aggregate initial principal amount of USD 609,000,000 pursuant t
FORM OF EXCHANGE AGREEMENT November 19, 2020Exchange Agreement • November 20th, 2020 • Microchip Technology Inc • Semiconductors & related devices
Reference is made to the Exchange Agreement, dated as of November 19, 2020, by and among [•] (“Holder”) and Microchip Technology Incorporated, a Delaware corporation (the “Company”) (the “Agreement”). Unless otherwise defined herein, terms defined in the Agreement and used herein shall have the meanings given to them in the Agreement. [______________________] (“Non-U.S. Holder”) is providing this certificate pursuant to Section 2.10 of the Agreement. The Non-U.S. Holder hereby represents and warrants that:
