Microchip Technology Inc Sample Contracts

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Rights Agreement • October 12th, 1999 • Microchip Technology Inc • Semiconductors & related devices • Delaware
EXHIBIT 1.1 1,100,000 Shares Microchip Technology Incorporated Common Stock ($0.001 par value per share) UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • December 8th, 1999 • Microchip Technology Inc • Semiconductors & related devices • New York
CREDIT AGREEMENT
Credit Agreement • November 13th, 1996 • Microchip Technology Inc • Semiconductors & related devices • Arizona
CREDIT AGREEMENT
Credit Agreement • November 13th, 1997 • Microchip Technology Inc • Semiconductors & related devices • Arizona
ADOPTION AGREEMENT ARTICLE 1
Microchip Technology Inc • December 6th, 2002 • Semiconductors & related devices
AMONG
Credit Agreement • June 7th, 2000 • Microchip Technology Inc • Semiconductors & related devices • Arizona
MICROCHIP TECHNOLOGY INCORPORATED AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 1, 2020 0.125% Convertible Senior Subordinated Notes due 2024
Indenture • December 2nd, 2020 • Microchip Technology Inc • Semiconductors & related devices • New York

INDENTURE dated as of December 1, 2020 between MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

364-DAY SENIOR SECURED BRIDGE CREDIT AGREEMENT dated as of March 27, 2020 among MICROCHIP TECHNOLOGY INCORPORATED The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., SUNTRUST ROBINSON HUMPHREY,...
Credit Agreement • March 27th, 2020 • Microchip Technology Inc • Semiconductors & related devices • New York

364-DAY SENIOR SECURED BRIDGE CREDIT AGREEMENT (this “Agreement”), dated as of March 27, 2020, among MICROCHIP TECHNOLOGY INCORPORATED, the LENDERS from time to time party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

BETWEEN
Agreement • August 26th, 2002 • Microchip Technology Inc • Semiconductors & related devices • Oregon
November 19, 2020
Microchip Technology Inc • November 20th, 2020 • 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

Common Stock
Underwriting Agreement • January 16th, 1997 • Microchip Technology Inc • Semiconductors & related devices • Maryland
BY AND AMONG
Agreement and Plan of Reorganization • October 30th, 2000 • Microchip Technology Inc • Semiconductors & related devices • Delaware
RECITALS:
Second Modification Agreement • November 9th, 1998 • Microchip Technology Inc • Semiconductors & related devices • Arizona
CREDIT AGREEMENT dated as of June 27, 2013 among MICROCHIP TECHNOLOGY INCORPORATED The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL...
Credit Agreement • June 28th, 2013 • Microchip Technology Inc • Semiconductors & related devices • New York

CREDIT AGREEMENT (this “Agreement”) dated as of June 27, 2013 among MICROCHIP TECHNOLOGY INCORPORATED, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., HSBC BANK USA, NATIONAL ASSOCIATION and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, and SUNTRUST BANK, BMO HARRIS BANK, N.A., MORGAN STANLEY MUFG LOAN PARTNERS, LLC (acting through The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Morgan Stanley Bank, N.A.), COMPASS BANK, FIFTH THIRD BANK and SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agents.

Microchip Technology Incorporated $1,200,000,000 4.250% Senior Notes due 2025 Purchase Agreement
Microchip Technology Inc • May 27th, 2020 • Semiconductors & related devices • New York
MICROCHIP TECHNOLOGY INCORPORATED as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee
Indenture • December 7th, 2007 • Microchip Technology Inc • Semiconductors & related devices • New York

INDENTURE, dated as of December 7, 2007, between Microchip Technology Incorporated, a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 2355 W. Chandler Blvd., Chandler, Arizona 85224 and Wells Fargo Bank, National Association, as Trustee (the “Trustee”).

FORM OF
Company Affiliate Agreement • November 3rd, 2000 • Microchip Technology Inc • Semiconductors & related devices • Delaware
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 30th, 2012 • Microchip Technology Inc • Semiconductors & related devices • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 1, 2012, by and among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (“Parent”), MICROCHIP TECHNOLOGY MANAGEMENT CO., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and STANDARD MICROSYSTEMS CORPORATION, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

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AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED MAMBO ACQUISITION CORP., MAMBO ACQUISITION LLC and MICREL, INCORPORATED Dated as of May 7, 2015
Agreement and Plan of Merger • May 8th, 2015 • Microchip Technology Inc • Semiconductors & related devices • California

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 7, 2015, by and among Microchip Technology Incorporated, a Delaware corporation (“Parent”), Mambo Acquisition Corp., a California corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Mambo Acquisition LLC, a California limited liability company and a wholly owned subsidiary of Parent (“Merger Sub LLC”) and Micrel, Incorporated, a California corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

Registration Rights Agreement
Registration Rights Agreement • December 7th, 2007 • Microchip Technology Inc • Semiconductors & related devices • New York

Microchip Technology Incorporated, a Delaware corporation (the “Company”) proposes to issue and sell to the initial purchasers (the “Initial Purchasers”) listed in Schedule 1 of the purchase agreement, for whom you are acting as representative, dated December 3, 2007, among the Company and the Initial Purchasers (the “Purchase Agreement”) $1,030,000,000 aggregate principal amount of its 2.125% Junior Subordinated Convertible Debentures due 2037 (the “Firm Debentures”), and at the election of the Initial Purchasers an additional $120,000,000 aggregate principal amount of the Company’s 2.125% Junior Subordinated Convertible Debentures due 2037 sole to cover over-allotments (the “Additional Debentures” and, together with the Firm Debentures, the “Debentures”), in each case, upon the terms and subject to the conditions set forth in the Purchase Agreement.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 30th, 2014 • Microchip Technology Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 9, 2014 by and among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (“Parent”), ORCHID ACQUISITION CORPORATION, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SUPERTEX, INC., a California corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

MICROCHIP TECHNOLOGY INCORPORATED CHANGE OF CONTROL SEVERANCE AGREEMENT (Double Trigger)
Change of Control Severance Agreement • December 18th, 2008 • Microchip Technology Inc • Semiconductors & related devices • Arizona

This Change of Control Severance Agreement (the “Agreement”) was originally made and entered into by and between ________________ (the “Employee”) and Microchip Technology Incorporated (the “Company”), effective as of ________________, and is hereby amended and restated in its entirety effective as of the last date signed below in order to comply with Internal Revenue Code Section 409A.

Microchip Technology Incorporated $1,400,000,000 0.972% Senior Secured Notes due 2024 Purchase Agreement
Microchip Technology Inc • December 15th, 2020 • Semiconductors & related devices • New York

Terms used in paragraph (a) and this paragraph (b) and not otherwise defined in this Agreement have the meanings given to them by Regulation S.

Contract
Pledge and Security Agreement • May 28th, 2021 • Microchip Technology Inc • Semiconductors & related devices • New York

THIS PLEDGE AND SECURITY AGREEMENT is subject to the terms and provisions of the First Lien Priority Intercreditor Agreement, dated as of May 29, 2018 (as such agreement is supplemented by Joinder No. 1, dated March 27, 2020, Joinder No. 2, dated May 29, 2020, Joinder No. 3, dated December 17, 2020, and Joinder No. 4, dated May 28, 2021, and as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as authorized representative for the Credit Agreement Secured Parties referred to therein, and Wells Fargo Bank, National Association, as authorized representative for the Notes Secured Parties referred to therein, the other authorized representatives from time to time party thereto and each of the other parties referred to therein.

MICROCHIP TECHNOLOGY INCORPORATED AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of February 15, 2017 1.625% Convertible Senior Subordinated Notes due 2027
Microchip Technology Incorporated • February 15th, 2017 • Microchip Technology Inc • Semiconductors & related devices • New York

INDENTURE, dated as of February 15, 2017, between MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).

Contract
Pledge and Security Agreement • March 27th, 2020 • Microchip Technology Inc • Semiconductors & related devices • New York

THIS PLEDGE AND SECURITY AGREEMENT is subject to the terms and provisions of the First Lien Priority Intercreditor Agreement, dated as of May 29, 2018 (as such agreement is supplemented by Joinder No. 1, dated March 27, 2020 and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as authorized representative for the Credit Agreement Secured Parties referred to therein, Wells Fargo Bank, National Association, as authorized representative for the Notes Secured Parties referred to therein, the other authorized representatives from time to time party thereto and each of the Loan Parties referred to therein.

AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 18, 2018 among MICROCHIP TECHNOLOGY INCORPORATED The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., HSBC BANK...
Credit Agreement • May 18th, 2018 • Microchip Technology Inc • Semiconductors & related devices • Delaware

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of May 18, 2018, among MICROCHIP TECHNOLOGY INCORPORATED, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., HSBC BANK USA, N.A., BMO HARRIS BANK, N.A., U.S. BANK NATIONAL ASSOCIATION, SUNTRUST BANK, MUFG BANK, LTD., FORMERLY KNOWN AS THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., FIFTH THIRD BANK, ROYAL BANK OF CANADA, DBS BANK LTD., MIZUHO BANK, LTD., BNP PARIBAS and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BBVA COMPASS and CITIZENS BANK, N.A., as Co-Documentation Agents.

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 23rd, 2010 • Microchip Technology Inc • Semiconductors & related devices

This Amendment No. 1 (this “Amendment”) to that certain Agreement and Plan of Merger, dated as of February 2, 2010 (the “Merger Agreement”), by and among Silicon Storage Technology, Inc., a California corporation (the “Company”), Microchip Technology Incorporated, a Delaware corporation (“Parent”), and Sun Acquisition Corporation, a California corporation and wholly-owned subsidiary of Parent (“Merger Sub”), is made and entered into as of February 22, 2010 by and among the Company, Parent and Merger Sub. All capitalized terms that are used in this Amendment but not defined in this Amendment shall have the respective meanings ascribed thereto in the Merger Agreement.

GUARANTY
Guaranty • March 27th, 2020 • Microchip Technology Inc • Semiconductors & related devices • New York

THIS GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of March 27, 2020, by and among each of the undersigned (the “Initial Guarantors”) and along with any additional Subsidiaries of the Borrower which become parties to this Guaranty by executing a supplement hereto (a “Guaranty Supplement”) in the form attached hereto as Annex I (such additional Subsidiaries, together with the Initial Guarantors, the “Guarantors”), in favor of the Administrative Agent, for the ratable benefit of the Holders of Guaranteed Obligations (as defined below), under the Credit Agreement referred to below.

MICROCHIP TECHNOLOGY INCORPORATED RESTRICTED STOCK UNITS AGREEMENT (Foregin)
Restricted Stock Units Agreement • November 7th, 2007 • Microchip Technology Inc • Semiconductors & related devices • Arizona
RECITALS
Purchase and Sale Agreement • July 26th, 2000 • Microchip Technology Inc • Semiconductors & related devices
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