Guarantees by Restricted Subsidiaries. Each existing Restricted Subsidiary (other than the Issuer (for so long as it remains the Issuer)) will be a Guarantor. The Company is permitted to cause any Unrestricted Subsidiary to be a Guarantor. If the Issuer, the Company or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary after the Issue Date, such Restricted Subsidiary shall execute a guarantee substantially in the form included in Exhibit A, execute a supplemental indenture in the form of Exhibit B, and deliver an Opinion of Counsel to the Trustee to the effect that the supplemental indenture has been duly authorized, executed and delivered by the new Restricted Subsidiary and constitutes a valid and binding obligation of the new Restricted Subsidiary, enforceable against the new Restricted Subsidiary in accordance with its terms (subject to customary exceptions).
Guarantees by Restricted Subsidiaries. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary (excluding (i) any Foreign Subsidiary and (ii) any Immaterial Subsidiary) by the Company or any Restricted Subsidiary, then such new Restricted Subsidiary will provide a Note Guarantee within 20 days after its formation or acquisition.
Guarantees by Restricted Subsidiaries. Each existing Restricted Subsidiary (other than the Issuer (for so long as it remains the Issuer) and X. Xxxxxxxxx Poland, sp.zo.o.) will be a Guarantor. The Company is permitted to cause any Unrestricted Subsidiary to be a Guarantor. If the Issuer, the Company or any of its Restricted Subsidiaries acquires or creates a Restricted Subsidiary after the Issue Date, such Restricted Subsidiary shall execute a guarantee substantially in the form included in Exhibit A, execute a supplemental indenture in the form of Exhibit B, and deliver an Opinion of Counsel to the Trustee to the effect that the supplemental indenture has been duly authorized, executed and delivered by the new Restricted Subsidiary and constitutes a valid and binding obligation of the new Restricted Subsidiary, enforceable against the new Restricted Subsidiary in accordance with its terms (subject to customary exceptions).
Guarantees by Restricted Subsidiaries. The following Subsidiaries will, subject to the Agreed Security Principles, jointly and severally, guarantee the Notes on a senior unsecured basis on the Issue Date in accordance with Article 10: NXP Semiconductors Netherlands B.V., NXP Semiconductors UK Limited and NXP Semiconductors USA, Inc. The Issuers shall procure that no later than 60 days after the Issue Date the following Subsidiaries, subject to the Agreed Security Principles, jointly and severally, shall guarantee the Notes and Guaranteed Obligations on a senior unsecured basis and execute a Note Guarantee Supplement in the form of Exhibit D hereto pursuant to which each such Subsidiary shall become a Note Guarantor under Article 10 of this Indenture: NXP Semiconductors Germany GmbH, NXP Semiconductors Hong Kong Limited, NXP Semiconductors Philippines Inc., NXP Semiconductors Singapore Pte. Ltd., NXP Semiconductors Taiwan Ltd. and NXP Manufacturing (Thailand) Ltd (collectively, the “Accession Date Guarantors”). If the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Subsidiary (other than an Immaterial Subsidiary) after the Issue Date, or if a Wholly Owned Restricted Subsidiary ceases to be an Immaterial Subsidiary, and the issuance of a Guarantee by such Guarantor is not precluded by the Agreed Security Principles, such Restricted Subsidiary must within 30 days (or such longer period as the Trustee may agree) after becoming a Restricted Subsidiary, provide a Note Guarantee under this Indenture. A Restricted Subsidiary required to provide a Note Guarantee shall provide such Note Guarantee in accordance with the provisions of Section 10.07.
Guarantees by Restricted Subsidiaries. Section 4.12. Repurchase of Notes upon a Change of Control Section 4.13. Limitations on Transactions with Affiliates Section 4.14. Limitations on Mergers, Consolidations and Sales of Assets
Guarantees by Restricted Subsidiaries. The Company will cause any Borrowing Restricted Subsidiary to become a Subsidiary Guarantor by executing the guarantee (the "Guarantee") of payment of the Notes by such Borrowing Restricted Subsidiary (1) if, at the time the Restricted Subsidiary first becomes a Borrowing Restricted Subsidiary, the total Investment of the Company and the Restricted Subsidiaries in such Borrowing Restricted Subsidiary and in all other 75 -66- Borrowing Restricted Subsidiaries that are not Subsidiary Guarantors, is more than 15% of Total Tangible Assets (the "15% Investment Threshold"), or (2) if, at the time a Borrowing Restricted Subsidiary increases the amount of Restricted Subsidiary Indebtedness (excluding for this purpose, incurrences of indebtedness under a revolving credit facility that do not exceed the maximum committed borrowings thereunder), the 15% Investment Threshold is met or (3) if, at the time the Company or any Restricted Subsidiary makes a capital contribution or other equity investment in excess of $1 million during any six- month period in any Borrowing Restricted Subsidiary, the 15% Investment Threshold is met. The Guarantee will be subordinate to each guarantee issued under the 9 3/4% Note Indenture and the Senior Note Indenture to the same extent that the Notes are subordinate to the 9 3/4% Notes and the Senior Notes. A Borrowing Restricted Subsidiary shall be released as a Subsidiary Guarantor (i) at such time as it ceases to be a Borrowing Restricted Subsidiary or (ii) upon the election of the Company, if, after giving effect to such election, the 15% Investment Threshold is not met.
Guarantees by Restricted Subsidiaries. (a) If, after the Issue Date,
Guarantees by Restricted Subsidiaries. (a) The Company will not permit any Restricted Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company other than the Securities ("Other Indebtedness") unless:
Guarantees by Restricted Subsidiaries. Section 4.12.
Guarantees by Restricted Subsidiaries. 63 SECTION 4.18 PAYMENTS FOR CONSENT ....................................... 63 SECTION 4.19 SALE AND LEASEBACK TRANSACTIONS ............................ 63 SECTION 4.20 SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES ............................................... 63 SECTION 4.21 FUTURE ADDITIONAL OBLIGORS ................................. 64 SECTION 4.22 STATEMENT BY OFFICERS AS TO DEFAULT ........................ 64
