The Securities will be issued under an Indenture to be dated as of May 1, 2020 (the Indenture) among the Issuers, NXP Semiconductors N.V., the Companys holding company (the Guarantor) and Deutsche Bank Trust Company Americas, as trustee (the Trustee).
The payment of principal of, premium and interest on the Securities will be guaranteed on a senior basis, on the Closing Date, by the Guarantor (such guarantee, the Guarantee). The Securities and Guarantee will be offered within the United States to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A (Rule 144A) under the U.S. Securities Act of 1933, as amended (the Securities Act) or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (Regulation S).
The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement to be dated as of May 1, 2020 among the Issuers, the Guarantor and the Initial Purchasers (the Registration Rights Agreement).
In connection with the sale of the Securities, the Issuers have prepared a preliminary offering memorandum (the Preliminary Memorandum) and will prepare a final offering memorandum (the Final Memorandum) including or incorporating by reference a description of the terms of the Securities, the terms of the offering, a description of the Guarantor and its subsidiaries and certain documents filed or furnished by the Guarantor with the U.S. Securities and Exchange Commission (the SEC). For purposes of this Agreement, Time of Sale Memorandum means the Preliminary Memorandum, together with the information, if any, identified in Schedule II hereto, considered as a whole. The Time of Sale Memorandum, together with the Final Memorandum, are hereinafter referred to collectively as a Memorandum. As used herein, the terms Time of Sale Memorandum, Final Memorandum and Memorandum shall include the documents, if any, incorporated by reference therein.
The transactions contemplated by this Agreement are collectively referred to as the Transactions and all documents required for the consummation of the Transactions are collectively referred to as the Transaction Documents.
1. Representations and Warranties of the Issuers and the Guarantor. The Issuers and the Guarantor, jointly and severally, represent and warrant to, and agree with, you that:
(a) (i) The Time of Sale Memorandum, as of the Applicable Time, does not contain, and the Final Memorandum, as of its date and on the Closing Date, will not contain, any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in either Memorandum based upon information relating