EXHIBIT 4.3
4% CONVERTIBLE SUBORDINATED NOTES
DUE 2007
REGISTRATION RIGHTS AGREEMENT
Dated as of February 24, 2000
by and among
TRIQUINT SEMICONDUCTOR, INC.,
as the Company,
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED,
▇▇ ▇▇▇▇▇ SECURITIES CORPORATION,
BANC OF AMERICA SECURITIES LLC
And
BEAR, ▇▇▇▇▇▇▇ & CO. INC.,
as Initial Purchasers
TABLE OF CONTENTS
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PAGE
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SECTION 1. Definitions..........................................................................1
SECTION 2. Shelf Registration Statement.........................................................5
SECTION 3. Liquidated Damages...................................................................7
SECTION 4. Registration Procedures..............................................................9
SECTION 5. Registration Expenses...............................................................14
SECTION 6. Indemnification.....................................................................14
SECTION 7. Underwritten Registration...........................................................17
SECTION 8. Miscellaneous.......................................................................18
This Registration Rights Agreement is made and entered into as of
February 24, 2000 by and among TRIQUINT SEMICONDUCTOR, INC., a Delaware
corporation (the "COMPANY"), ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED,
▇▇ ▇▇▇▇▇ SECURITIES CORPORATION, BANC OF AMERICA SECURITIES LLC and BEAR,
▇▇▇▇▇▇▇ & CO. INC. (the "INITIAL PURCHASERS") who have purchased or have the
right to purchase up to $300,000,000 principal amount of 4% Convertible
Subordinated Notes due 2007 (the "NOTES") of the Company with the option to
purchase a further $45,000,000 in principal amount of Notes pursuant to the
Purchase Agreement (as such term is defined below).
This Agreement is made pursuant to the Purchase Agreement, dated
February 17, 2000, among the Company and the Initial Purchasers (the "PURCHASE
AGREEMENT"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
provided for in this Agreement to the Initial Purchasers and their respective
direct and indirect transferees (i) for the benefit of the Initial Purchasers,
(ii) for the benefit of the holders from time to time of the Notes (including
the Initial Purchasers), (iii) for the benefit of the holders from time to time
of the Common Stock issuable or issued upon conversion of the Notes, and (iv)
for the benefit of the holders from time to time of the securities constituting
the Transfer Restricted Securities (as defined below). The execution of this
Agreement is a condition to the closing of the transactions contemplated by the
Purchase Agreement, and each Holder (as defined below) by participating in a
Registration Statement agrees to be bound by this Agreement.
The parties hereby agree as follows:
SECTION 1. DEFINITIONS. As used in this Agreement, the following terms
shall have the following meanings:
ACT: As defined in this Section 1.
AFFILIATE: An affiliate of any specified person shall mean any other
person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified person. For the purposes of this
definition, "CONTROL," when used with respect to any person, means the power to
direct the management and policies of such person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise and
the terms "AFFILIATED," "CONTROLLING" and "CONTROLLED" have meanings correlative
to the foregoing.
AGREEMENT: This Registration Rights Agreement, as the same may be
amended, supplemented or modified from time to time in accordance with the terms
hereof.
BUSINESS DAY: Each Monday, Tuesday, Wednesday, Thursday and Friday that
is not a day on which banking institutions in New York, New York are authorized
or obligated by law or executive order to close.
CLOSING DATE: February 24, 2000.
COMMON STOCK: Common Stock, $.001 par value per share, of the Company
and any other shares of common stock as may constitute "Common Stock" for
purposes of the Indenture as issuable or issued upon conversion of the Notes.
COMPANY: TriQuint Semiconductor, Inc., a Delaware corporation, and any
successor corporation thereto.
CONTROLLING PERSON: As defined in Section 6(a) hereof.
DAMAGES PAYMENT DATE: Each of the semi-annual interest payment dates
provided in the Notes.
EFFECTIVENESS PERIOD: As defined in Section 2(a) hereof.
EFFECTIVENESS TARGET DATE: The 180th day following the Closing Date.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated by the SEC thereunder.
FILING DATE: The 90th day after the Closing Date.
HOLDER: Each owner of any Transfer Restricted Securities.
INDEMNIFIED PERSON: As defined in Section 6(a) hereof.
INDENTURE: The Indenture, dated as of the date hereof, between the
Company and the Trustee, pursuant to which the Notes are to be issued, as the
same may be amended, modified or supplemented from time to time in accordance
with the terms thereof.
INITIAL PURCHASERS: As defined in the first paragraph hereof.
LIQUIDATED DAMAGES: As defined in Section 3(a) hereof.
NOTICE AND QUESTIONNAIRE: The Notice and Questionnaire attached hereto
as Exhibit A.
PROCEEDING: An action, claim, suit or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.
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PROSPECTUS: The prospectus included in any Registration Statement
(including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed in reliance upon Rule 430A), as
amended or supplemented by any prospectus supplement, with respect to the resale
of any of the Transfer Restricted Securities covered by such Registration
Statement, and all other amendments and supplements to any such prospectus,
including post-effective amendments, and all materials incorporated by reference
or deemed to be incorporated by reference, if any, in such prospectus.
PURCHASE AGREEMENT: As defined in the second paragraph hereof.
RECORD HOLDER: (i) with respect to any Damages Payment Date relating to
any shares of Common Stock as to which any such Liquidated Damages have accrued,
the registered Holder of such shares 15 days prior to the next succeeding
Damages Payment Date; and (ii) with respect to any Damages Payment Date relating
to any Notes as to which any such Liquidated Damages has accrued, the registered
Holder of such Notes 15 days prior to the next succeeding Damages Payment Date.
REGISTRATION DEFAULT: As defined in Section 3(a) hereof.
REGISTRATION STATEMENT: Any registration statement of the Company filed
with the SEC pursuant to the Securities Act that covers the resale of any of the
Transfer Restricted Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration
statement or Prospectus, including pre- and post-effective amendments, all
exhibits thereto, and all material incorporated by reference or deemed to be
incorporated by reference, if any, in such registration statement.
REQUISITE INFORMATION: As defined in Section 2(c) hereof.
RULE 144: Rule 144 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
RULE 144A: Rule 144A promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
RULE 158: Rule 158 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
RULE 415: Rule 415 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
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RULE 424: Rule 424 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
RULE 430A: Rule 430A promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any successor rule or
regulation.
SEC: The Securities and Exchange Commission.
SECURITIES ACT: The Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC thereunder.
SHELF REGISTRATION STATEMENT: As defined in Section 2(a) hereof.
TIA: The Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated by the SEC thereunder.
TRANSFER RESTRICTED SECURITIES: The Notes, the shares of Common Stock
into which such Notes are converted or convertible (including any shares of
Common Stock issued or issuable thereon upon any stock split, stock combination,
stock dividend or the like), upon original issuance thereof and at all times
subsequent thereto, and associated related rights, if any, until the earliest of
(i) the date on which the resale thereof has been effectively registered under
the Securities Act and disposed of in accordance with the Registration Statement
relating thereto, (ii) the date on which such security has been distributed to
,or is available for distribution to, the public pursuant to Rule 144 or is
saleable pursuant to paragraph (k) of Rule 144 or (iii) the date on which it
ceases to be outstanding.
TRANSFER AGENT: ChaseMellon Shareholder Services L.L.C., the registrar
and transfer agent for the Company's Common Stock, or such registrar and
transfer agent as may subsequently be appointed by the Company.
TRUSTEE: State Street Bank and Trust Company of California, N.A., the
trustee under the Indenture.
References herein to the term "Holders of a majority in interest of
Transfer Restricted Securities" or words to a similar effect shall mean, with
respect to any request, notice, demand, objection or other action by the Holders
hereunder or pursuant hereto (each, an "ACT"), registered Holders of a number of
shares of then outstanding Common Stock constituting Transfer Restricted
Securities and an aggregate amount of then outstanding Notes constituting
Transfer Restricted Securities, such that the sum of such shares of Common Stock
and the shares of Common Stock issuable upon conversion of such Notes
constitutes in excess of 50% of the sum of all of the then outstanding shares of
Common Stock
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constituting Transfer Restricted Securities and the number of shares of
Common Stock issuable upon conversion of then outstanding Notes constituting
Transfer Restricted Securities. For purposes of the preceding sentence,
Transfer Restricted Securities owned, directly or indirectly, by the Company
or its Affiliates shall be deemed not to be outstanding.
SECTION 2. SHELF REGISTRATION STATEMENT.
(a) The Company agrees to file with the SEC as soon as reasonably
practicable after the Closing Date, but in no event later than the Filing Date,
a Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Transfer Restricted Securities or
separate Registration Statements for an offering to be made on a continuous
basis pursuant to Rule 415 covering all of the Common Stock and Notes
constituting Transfer Restricted Securities, respectively (such Registration
Statement or Statements, collectively, the "SHELF REGISTRATION STATEMENT"). Each
Shelf Registration Statement shall be on Form S-3 under the Securities Act or
another appropriate form selected by the Company permitting registration of such
Transfer Restricted Securities for resale by the Holders in the manner or
manners reasonably designated by Holders of a majority in interest of Transfer
Restricted Securities being sold. The Company shall not permit any securities
other than the Transfer Restricted Securities to be included in any Shelf
Registration Statement. The Company shall use its reasonable efforts to cause
each Shelf Registration Statement to be declared effective pursuant to the
Securities Act as soon as reasonably practicable following the filing thereof
and to use all reasonable efforts to keep such Shelf Registration Statement
continuously effective under the Securities Act, subject to Section 2(d) hereof,
for two years after the date on which all of the Transfer Restricted Securities
are sold to the Initial Purchasers (including those sold pursuant to the option
granted to the Initial Purchasers in the Purchase Agreement) (the "EFFECTIVENESS
PERIOD"), or such shorter period ending when there cease to be any Transfer
Restricted Securities outstanding.
(b) SUPPLEMENTS AND AMENDMENTS. The Company shall use its reasonable
efforts to keep each Shelf Registration Statement continuously effective by
supplementing and amending the Shelf Registration Statement if required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration Statement, if required by the Securities Act or if
reasonably requested by the Holders of a majority in interest of the Transfer
Restricted Securities or by any underwriter of such Transfer Restricted
Securities.
(c) SELLING SECURITYHOLDER INFORMATION. Each Holder wishing to sell
Transfer Restricted Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire that confirms
such Holder's agreement to be bound by the terms of this Agreement and includes
such information regarding it and the distribution of its Transfer Restricted
Securities
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as is required by law to be disclosed by the Holder in the applicable
Registration Statement (the "REQUISITE INFORMATION") to the Company prior to the
effectiveness of the Shelf Registration Statement. The Company shall not be
required to include in any Shelf Registration Statement and related Prospectus
the Transfer Restricted Securities of any Holder that does not provide the
Company with a Notice and Questionnaire in accordance with this Section 2(c).
The Company shall file within five Business Days after the receipt of a Notice
and Questionnaire from any Holder, which includes the Requisite Information with
respect to such Holder, a Prospectus supplement pursuant to Rule 424 or
otherwise amend or supplement such Registration Statement to include in the
Prospectus the Requisite Information as to such Holder (and the Transfer
Restricted Securities held by such Holder), and the Company shall provide such
Holder within ten Business Days after receipt of such Notice and Questionnaire
with a copy of such Prospectus as so amended or supplemented containing the
Requisite Information in order to permit such Holder to comply with the
Prospectus delivery requirements of the Securities Act in a timely manner with
respect to any proposed disposition of such Holder's Transfer Restricted
Securities and to file the same with the SEC. Each Holder shall promptly notify
the Company of any material changes to the Requisite Information contained in
the Notice and Questionnaire provided to the Company by such Holder.
If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Company, then such Holder shall
have the right to require, in the event that such reference to such Holder by
name or otherwise is not required by the Securities Act or any similar Federal
statute then in force, the deletion of the reference to such Holder in such
Registration Statement at the time subsequent to the time that such reference
ceases to be required and the Company otherwise intends to amend our supplement
the Shelf Registration Statement.
(d) MATERIAL EVENTS; SUSPENSION OF SALES. Notwithstanding the
provisions contained in this Section 2, in the event that, in the judgment of
the Company's Board of Directors, it is advisable to suspend use of the
Prospectus due to pending corporate developments, public filings with the SEC
or similar events, the Company shall promptly deliver a written certificate
to each registered Holder, the Trustee, the Transfer Agent and the managing
underwriters, if any, to the effect that the use of the Prospectus is to be
suspended until the Company shall deliver a written notice that the use of
the Prospectus may be resumed. Thereafter, the use of the Prospectus shall be
suspended, and the Company shall not be required to maintain the effectiveness
of, or amend or update the Shelf Registration Statement, or amend or
supplement the Prospectus; PROVIDED, HOWEVER, that the Company shall only be
permitted to suspend the use of the Prospectus for a period not to exceed 90
days in any consecutive 365 days. The Company will use its best efforts to
ensure that the use of the Prospectus may be resumed as soon as, in the
judgment of the Company's Board of Directors,
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disclosure of the material relating to such pending development, filing or
event would not have a material adverse effect on the Company.
(e) ADDITIONAL AGREEMENTS OF HOLDERS. Each Holder agrees not to
dispose of Transfer Restricted Securities pursuant to the Shelf Registration
Statement without complying with the prospectus delivery requirements under
the Act and the provisions of paragraph (d) above regarding use of the
Prospectus. Each Holder further agrees that it will comply fully with
applicable federal and state securities laws in connection with the
distribution of any Transfer Restricted Securities pursuant to the Shelf
Registration Statement. Each Holder further acknowledges having been advised
by the Company that applicable federal securities laws prohibit Holders from
trading in securities of the Company at any time while in possession of
material non-public information about the Company.
SECTION 3. LIQUIDATED DAMAGES.
(a) The Company and the Initial Purchasers agree that the Holders
will suffer damages if the Company fails to fulfill its obligations pursuant
to Section 2 hereof and that it would not be possible to ascertain the extent
of such damages. Accordingly, the Company hereby agrees to pay liquidated
damages ("LIQUIDATED DAMAGES") to each Holder under the circumstances and to
the extent set forth below:
(i) if the Shelf Registration Statement has not been
filed with the SEC on or prior to the Filing Date; or
(ii) if each Shelf Registration Statement is not declared
effective by the SEC on or prior to the applicable Effectiveness
Target Date; or
(iii) any Shelf Registration Statement ceases to be
effective or usable at any time during the Effectiveness Period
(without being succeeded on the same day immediately by a
post-effective amendment or supplement to such Registration
Statement that cures such failure and that is itself, in the case
of post-effective amendment, immediately declared effective) for a
period of time which shall exceed 90 days in the aggregate in any
period of 365 consecutive days; (any of the foregoing, a
"REGISTRATION DEFAULT").
In the event of a Registration Default, the Company will pay Liquidated
Damages to each holder of Transfer Restricted Securities, during the first
90-day period immediately following the occurrence of such Registration Default
in an amount equal to $0.05 per week per $1,000 principal amount of Notes and
for any Common Stock constituting Transfer Restricted Securities, at such rate
adjusted to an equivalent per share basis in accordance with the conversion
price of the Notes after conversion. The rate of accrual of the Liquidated
Damages will
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increase by $0.05 per week per $1,000 principal amount of Notes or Common
Stock constituting Transfer Restricted Securities (adjusted to an equivalent
per share basis in accordance with the conversion price for Common Stock
constituting Transfer Restricted Securities) for each subsequent 90-day
period until the applicable Registration Statement is filed, the applicable
Registration Statement is declared effective and becomes available for
effecting sales of securities, or the Shelf Registration Statement again
becomes effective and becomes available for effecting sales of securities, as
the case may be, up to a maximum amount of Liquidated Damages of $0.25 per
week per $1,000 principal amount of Notes adjusted to an equivalent per share
basis in accordance with the conversion price. Following the cure of a
Registration Default, Liquidated Damages will cease to accrue with respect to
such Registration Default (without in any way limiting the effect of any
subsequent Registration Default). All accrued Liquidated Damages shall be
paid to the holders of (i) Notes constituting Transfer Restricted Securities,
pursuant to the terms of the Indenture with respect to the payment of
interest and (ii) shares of Common Stock, in the manner as interest payments
on the Notes on semiannual payment dates that correspond to interest payment
dates for the Notes. The parties hereto agree and acknowledge that the
payment of Liquidated Damages to holders of Common Stock upon a Registration
Default pursuant to this Agreement shall not be a dividend on such shares of
Common Stock.
(b) The Company shall notify the Transfer Agent or the Trustee, as
the case may be, within five Business Days after each and every date on which
a Registration Default occurs. Liquidated Damages, as calculated by the
Company, shall be paid by the Company to the Record Holders of Common Stock
on each Damages Payment Date by wire transfer of immediately available funds
to the accounts specified by them or by mailing checks to their registered
addresses as they appear in the register of the Company for the Common Stock,
if no such accounts have been specified in the Notice and Questionnaire on or
before the Damages Payment Date; and Liquidated Damages shall be paid by the
Company to the Record Holders of the Notes on each semi-annual interest
payment date together with interest to be paid on the Notes pursuant to the
terms of the Indenture, by wire transfer of immediately available funds to
the accounts specified by them or by mailing checks to their registered
addresses as they appear in the Notes Register (as defined in the Indenture)
if no such accounts have been specified in the Notice and Questionnaire on or
before the Damages Payment Date; PROVIDED, HOWEVER, that any Liquidated
Damages accrued with respect to any Notes or portion thereof called for
redemption on a redemption date, repurchased on a repurchase date, or
converted into shares of Common Stock on a conversion date prior to the
Damages Payment Date shall, in any such event, be paid instead to the Holder
who submitted such Notes or portion thereof for redemption, repurchase or
conversion on the applicable redemption date, repurchase date or conversion
date, as the case may be, on such date.
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SECTION 4. REGISTRATION PROCEDURES. In connection with the Company's
registration obligations hereunder, the Company shall effect such
registrations on the appropriate form selected by the Company to permit the
resale of Transfer Restricted Securities in accordance with the intended
method or methods of disposition thereof, and pursuant thereto the Company
shall as expeditiously as reasonably possible:
(a) No fewer than five Business Days prior to the initial filing of
a Registration Statement or Prospectus and no fewer than two Business Days
prior to the filing of any amendment or supplement thereto (excluding, unless
requested, any document that would be incorporated or deemed to be
incorporated therein by reference and then only to the Holder who so
requested), furnish to the Holders whose Transfer Restricted Securities are
required to be included in such Registration Statement or Prospectus pursuant
to Section 2(c) hereof and the managing underwriters, if any, copies of all
such documents proposed to be filed (excluding, unless requested, those
incorporated or deemed to be incorporated by reference and then only to the
Holder who so requested) and cause the officers and directors of the Company,
counsel to the Company and independent certified public accountants to the
Company to respond to such inquiries as shall be necessary in connection with
such Registration Statement, in the opinion of counsel to the underwriters,
if any, to conduct a reasonable investigation within the meaning of the
Securities Act. The Company shall not file any such Registration Statement or
related Prospectus or any amendments or supplements thereto (excluding any
document that would be incorporated or deemed incorporated by reference) to
which the Holders of a majority in interest of the Transfer Restricted
Securities or the managing underwriters, if any, shall reasonably object on a
timely basis. The Company shall prepare and file with the SEC such
amendments, including post-effective amendments, to each Registration
Statement as may be necessary to keep such Registration Statement
continuously effective for the applicable time period set forth in Section
2(a) hereof; subject to Section 2(d) hereof, cause the related Prospectus to
be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act and the Exchange
Act with respect to the disposition of all securities covered by such
Registration Statement during such period in accordance with the intended
method or methods of disposition by the Holder set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented (including,
without limitation, the filing of any Prospectus supplement pursuant to Rule
424 in order to add or change any selling security holder information
(including any such supplements or amendments pursuant to Section 2(c)
hereof, PROVIDED such Holder to which such change applies complies with the
Requisite Information requirements of Section 2(c) hereof)).
(b) Notify the Holders and the managing underwriters, if any,
promptly (and in the case of an event specified by clause (i) of this
paragraph in
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no event fewer than two Business Days prior to such filing), and (if
requested by any such person), confirm such notice in writing, (i) when a
Prospectus or any Prospectus supplement or post-effective amendment is
proposed to be filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request of the SEC or any other Federal or state governmental authority for
amendments or supplements to such Registration Statement or related
Prospectus or for additional information related thereto, (iii) of the
issuance by the SEC, any state securities commission, any other governmental
agency or any court of any stop order, order or injunction suspending or
enjoining the use or the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose, (iv) if at any time any of
the representations and warranties of the Company contained in any agreement
(including any underwriting agreement) contemplated by Section 4(m) hereof
are not true and correct in all material respects, (v) of the receipt by the
Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Transfer
Restricted Securities for sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, and (vi) of the existence of
any fact and the happening of any event that makes any statement made in such
Registration Statement or related Prospectus untrue in any material respect,
or that requires the making of any changes in such Registration Statement or
Prospectus so that in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements
therein not misleading and that, in the case of the Prospectus, such
Prospectus will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances under which they were
made, not misleading.
(c) Use all reasonable efforts to avoid the issuance of, or, if
issued, to obtain the withdrawal of any stop order or order enjoining or
suspending the use or effectiveness of a Registration Statement or the
lifting of any suspension of the qualification (or exemption from
qualification) of any of the Transfer Restricted Securities for sale in any
jurisdiction, at the earliest practicable moment.
(d) If requested by the managing underwriters, if any, or the
Holders of a majority in interest of the Transfer Restricted Securities being
sold in connection with such offering, promptly include in a Prospectus
supplement or post-effective amendment such information as the managing
underwriters, if any, and such Holders agree should, in their reasonable
judgment, be included therein, and make all required filings of such
Prospectus supplement or such post-effective amendment as soon as reasonably
practicable after the Company has received notification of the matters to be
included in such Prospectus supplement or post-effective amendment; PROVIDED,
HOWEVER, that the Company shall not be required
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to take any action pursuant to this Section 4(e) that, in the opinion of
counsel for the Company, would violate applicable law;
(e) Furnish to each Holder who so requests and each managing
underwriter, if any, without charge, at least one conformed copy of each
Registration Statement and each amendment thereto, including financial
statements (but excluding schedules, all documents incorporated or deemed to
be incorporated therein by reference and all exhibits, unless requested in
writing by such Holder or any managing underwriter);
(f) Deliver to each Holder and the underwriters, if any, without
charge, as many copies of the Prospectus or Prospectuses (including each form
of Prospectus) and each amendment or supplement thereto to as such persons
may reasonably request; and, unless the Company shall have given notice to
such Holder pursuant to Section 2(d), the Company hereby consents to the use
of such Prospectus and each amendment or supplement thereto by each of the
selling Holders of Transfer Restricted Securities and the underwriters, if
any, in connection with the offering and sale of the Transfer Restricted
Securities covered by such Prospectus and any amendment or supplement
thereto; PROVIDED, HOWEVER, that no Holder shall be entitled to use the
Prospectus unless and until such Holder shall have furnished to the Company
any and all Requisite Information pursuant to Section 2(c) hereof;
(g) Use all reasonable efforts to register or qualify, or cooperate
with the Holders of Transfer Restricted Securities to be sold or tendered
for, the underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration
or qualification) of, such Transfer Restricted Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions within the United
States as any Holder or underwriter reasonably requests in writing, keep each
such registration or qualification (or exemption therefrom) effective during
the period such Registration Statement is required to be kept effective and
do any and all other acts or things necessary legally to enable the
disposition in such jurisdictions of the Transfer Restricted Securities
covered by the applicable Registration Statement; PROVIDED, HOWEVER, that the
Company shall not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified, take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or subject the Company to any tax in any such
jurisdiction where it is not then so subject;
(h) In connection with any sale or transfer of Transfer Restricted
Securities that will result in such securities no longer being Transfer
Restricted Securities, cooperate with the Holders and the managing
underwriters, if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold, which
certificates shall not bear any restrictive
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legends, shall bear a CUSIP number different from the CUSIP number for the
Transfer Restricted Securities and shall be in a form eligible for deposit
with The Depository Trust Company and enable such Transfer Restricted
Securities to be in such denominations and registered in such names as the
managing underwriters, if any, or Holders may reasonably request at least two
Business Days prior to any sale of Transfer Restricted Securities;
(i) Use all reasonable efforts to cause the offering of the Transfer
Restricted Securities covered by the Registration Statement to be registered
with or approved by such other governmental agencies or authorities within
the United States, except as may be required as a consequence of the nature
of a Holder's business, in which case the Company will cooperate in all
reasonable respects with the filing of such Registration Statement and the
granting of such approvals as may be reasonably necessary to enable the
seller or sellers thereof or the underwriters, if any, to consummate the
disposition of such Transfer Restricted Securities PROVIDED, HOWEVER, that
the Company shall not be required to register the Transfer Restricted
Securities in any jurisdiction that would require the Company to qualify to
do business in any jurisdiction where it is not then so qualified, subject it
to general service of process in any such jurisdiction where it is not then
so subject or subject the Company to any tax in any such jurisdiction where
it is not then so subject or to;
(j) Upon the occurrence of any event contemplated by Section
4(c)(vi) hereof, as promptly as reasonably practicable (subject to any
suspension of sales pursuant to Section 2(d) hereof), prepare a supplement or
amendment, including, if appropriate, a post-effective amendment, to each
Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;
(k) Prior to the effective date of the first Registration Statement
relating to the Transfer Restricted Securities, to provide a CUSIP number for
the Transfer Restricted Securities to be sold pursuant to the Registration
Statement;
(l) Make available for inspection by a representative of the Holders
of Transfer Restricted Securities being sold, and any attorney, consultant or
accountant retained by such selling Holders or underwriter, at the offices
where normally kept, during reasonable business hours, all financial and
other records, pertinent corporate documents and properties of the Company
and its subsidiaries as they may reasonably request, and cause the officers,
directors, agents and employees of the Company and its subsidiaries to supply
all information in each case reasonably requested by any such representative,
underwriter, attorney,
12
consultant or accountant in connection with such Registration Statement;
PROVIDED, HOWEVER, that such persons shall first agree in writing with the
Company that any information that is reasonably and in good faith designated
by the Company in writing as confidential at the time of delivery or
inspection (as the case may be) of such information shall be kept
confidential by such persons, unless (i) in the reasonable opinion of the
Company or its counsel, disclosure of such information is required by court
or administrative order or is necessary to respond to inquiries of regulatory
authorities, (ii) in the reasonable opinion of the Company or its counsel,
disclosure of such information is required by law (including any disclosure
requirements pursuant to Federal securities laws in connection with the
filing of any Registration Statement or the use of any Prospectus), (iii)
such information becomes generally available to the public other than as a
result of a disclosure or failure to safeguard by any such person or (iv)
such information becomes available to any such person from a source other
than the Company and such source is not bound by a confidentiality agreement.
(m) Use all reasonable efforts to cause the Indenture to be
qualified under the TIA not later than the effective date of the first
Registration Statement relating to the Transfer Restricted Securities; and in
connection therewith, cooperate with the Trustee and the Holders of Notes or
Common Stock constituting Transfer Restricted Securities to effect such
changes to the Indenture, if any, as may be required for such Indenture to be
so qualified in accordance with the terms of the TIA; and execute, and use
its best efforts to cause the Trustee to execute, all customary documents as
may be required to effect such changes, and all other forms and documents
(including Form T-1) required to be filed with the SEC to enable the
Indenture to be so qualified under the TIA in a timely manner.
(n) Comply with applicable rules and regulations of the SEC and make
generally available to its security holders earning statements satisfying the
provisions of Section 11(a) of the Securities Act or Rule 158 (or any similar
rule promulgated under the Securities Act), no later than 45 days after the
end of any 12-month period (or 90 days after the end of any 12-month period
if such period is a fiscal year) commencing at the end of any fiscal quarter
in which Transfer Restricted Securities are sold to underwriters in a firm
commitment or best efforts underwritten offering and if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter after the effective date of a Registration Statement, which
statement shall cover said period, consistent with the requirements of Rule
158; and
(o) (i) list all shares of Common Stock covered by any Registration
Statements on any securities exchange on which the Common Stock is then
listed or (ii) authorize for quotation on the SmallCap Market or the National
Market of the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") all Common Stock covered by all such Registration
Statements if the Common Stock is then so authorized for quotation.
13
SECTION 5. REGISTRATION EXPENSES.
All fees and expenses incident to the performance of or compliance
with this Agreement by the Company shall be borne by it whether or not any
Registration Statement is filed or becomes effective and whether or not any
securities are offered or sold pursuant to any Registration Statement. The
fees and expenses referred to in the foregoing sentence shall include,
without limitation, (i) all registration and filings fees (including, without
limitation, fees and expenses with respect to filings required to be made
with the National Association of Securities Dealers, Inc. and in compliance
with securities or blue sky laws), (ii) printing expenses (including, without
limitation, of printing Prospectuses if the printing of Prospectuses is
required by the managing underwriters, if any, or by the Holders of a
majority in interest of the Transfer Restricted Securities included), (iii)
messenger, telephone and delivery expenses, (iv) reasonable fees and
disbursements of counsel for the Company (plus any local counsel deemed
appropriate by the Holders of a majority in interest of the Transfer
Restricted Securities) in accordance with the provisions of this Section 5
hereof, (v) fees and disbursements of all independent certified public
accountants referred to in Section 4(m)(iii) (including, without limitation,
the expenses of any special audit and "comfort" letters required by or
incident to such performance), (vi) fees and expenses of all other persons
retained by the Company. In addition, the Company shall pay its internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expense of
an annual audit and the fees and expenses incurred in connection with the
listing of the securities to be registered on any securities exchange or the
Nasdaq SmallCap Market or the Nasdaq National Market. Notwithstanding
anything in this Agreement to the contrary, each Holder shall pay all
underwriting discounts and brokerage commissions with respect to any Transfer
Restricted Securities sold by it.
SECTION 6. INDEMNIFICATION.
(a) The Company agrees to indemnify and hold harmless each of (i)
the Initial Purchasers, (ii) each Holder, (iii) each person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act) any of the foregoing (any of the persons referred to
in this clause (iii) being hereinafter referred to as a "CONTROLLING
PERSON"), and (iv) the respective officers, directors, partners, employees,
representatives and agents of the Initial Purchasers, the Holders (including
predecessor Holders), or any controlling person (any person referred to in
clause (i), (ii), (iii) or (iv) may hereinafter be referred to as an
"INDEMNIFIED PERSON"), from and against any and all losses, claims, damages,
liabilities, expenses and judgments caused by any untrue statement or alleged
untrue statement of a material fact contained in any Registration Statement
or Prospectus or in any amendment or supplement thereto or in any preliminary
Prospectus, or caused by any omission or alleged omission
14
to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement
thereto, in the light of the circumstances under which they were made) not
misleading, except insofar as such losses, claims, damages, liabilities,
expenses or judgments are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information relating to any
Indemnified Person furnished to the Company by or on behalf of such
Indemnified Person expressly for use therein (which shall include, without
limitation, the Requisite Information in the Notice and Questionnaire
provided to the Company by such Indemnified Person); PROVIDED, HOWEVER, that
the foregoing indemnity with respect to any preliminary Prospectus shall not
inure to the benefit of any Indemnified Person from whom the person asserting
such losses, claims, damages, liabilities, expenses and judgments purchased
securities if such untrue statement or omission or alleged untrue statement
or omission made in such preliminary Prospectus is eliminated or remedied in
the Prospectus and a copy of the Prospectus shall not have been furnished to
such person in a timely manner due to the wrongful action or wrongful
inaction of such Indemnified Person, whether as a result of negligence or
otherwise.
(b) In case any action shall be brought against any Indemnified
Person, based upon any Registration Statement or any such Prospectus or any
amendment or supplement thereto and with respect to which indemnity may be
sought against the Company, such Indemnified Person shall promptly notify the
Company in writing and the Company shall assume the defense thereof,
including the employment of counsel reasonably satisfactory to such
Indemnified Person and payment of all fees and expenses. Any Indemnified
Person shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person, unless the employment of
such counsel shall have been specifically authorized in writing by the
Company, the Company shall have failed to assume the defense and employ
counsel or such Indemnified Person or Persons shall have been advised by
counsel that there may be a conflict between the positions of the
indemnifying party or parties and of the indemnified party or parties in
conducting the defense of such action or proceeding or that there may be
legal defenses available to such Indemnified Person or Persons different from
or in addition to those available to the indemnifying party or parties (in
which case the Company shall not have the right to assume the defense of such
action on behalf of such Indemnified Person, it being understood, however,
that the Company shall not, in connection with any one such action or
separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the fees and expenses of more than one separate firm of attorneys
(in addition to any local counsel) for all such Indemnified Persons, which
firm shall be designated in writing by such Indemnified Persons, and that all
such fees and expenses shall be reimbursed as they are incurred). The Company
shall not be liable for any settlement of any
15
such action effected without its written consent but if settled with the
written consent of the Company, the Company agrees to indemnify and hold
harmless any Indemnified Person from and against any loss or liability by
reason of such settlement. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.
(c) In connection with any Registration Statement pursuant to which
any Holder (or predecessor Holder) sold or offered for resale Transfer
Restricted Securities, such Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, officers, employees,
representatives and agents and any person controlling the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act, to the same extent as the foregoing indemnity from the Company to each
Indemnified Person but only with reference to information relating to such
Indemnified Person furnished by or on behalf of such Indemnified Person
expressly for use in such Registration Statement (which shall include,
without limitation, the Requisite Information in the Notice and Questionnaire
provided to the Company by such Indemnified Person). In case any action shall
be brought against the Company, any of its directors, officers, employees,
representatives and agents, or any person controlling the Company based on
such Registration Statement and in respect of which indemnity may be sought
against any Indemnified Person, the Indemnified Person shall have the rights
and duties given to the Company (except that if the Company shall have
assumed the defense thereof, such Indemnified Person shall not be required to
do so, but may employ separate counsel therein and participate in defense
thereof but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person), and the Company, its directors, officers,
employees, representatives and agents, and any person controlling the Company
shall have the rights and duties given to the Indemnified Person by Section
6(b) hereof.
(d) If the indemnification provided for in this Section 6 is
applicable by its terms but unavailable to an indemnified party in respect of
any losses, claims, damages, liabilities, expenses or judgments referred to
therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities,
expenses and judgments (i) in such proportion as is appropriate to reflect
the relative benefits received by the Company on the one hand and each
Indemnified Person on the other hand pursuant to the Purchase Agreement or
from the offering for resale of the Transfer Restricted Securities or (ii) if
the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not
16
only the relative benefits referred to in clause (i) above but also the
relative fault of the Company and each such Indemnified Person in connection
with the statements or omissions which resulted in such losses, claims,
damages, liabilities, expenses or judgments, as well as any other relevant
equitable considerations. The relative fault of the Company and each such
Indemnified Person shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Company or such Indemnified Person and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company, the Holders and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to this Section 6(d)
were determined by PRO RATA allocation (even if the Indemnified Person were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in
the immediately preceding paragraph. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities,
expenses or judgments referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 6, no Indemnified Person shall
be required to contribute any amount in excess of the amount by which the
total net profit received by it in connection with the sale of the Transfer
Restricted Securities pursuant to this Agreement exceeds the amount of any
damages which such Indemnified Person has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Indemnified Persons' obligations to contribute
pursuant to this Section 6(d) are several in proportion to the respective
amount of Transfer Restricted Securities included in and sold pursuant to any
such Registration Statement by each Indemnified Person and not joint.
SECTION 7. UNDERWRITTEN REGISTRATION.
If any of the Transfer Restricted Securities covered by any Shelf
Registration Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers that will
administer the offering will be investment bankers of recognized national
standing selected by the Holders of a majority in interest of such Transfer
Restricted Securities included in such offering, subject to the consent of
the Company (which will not be unreasonably withheld or delayed).
17
No person may participate in any underwritten registration hereunder
unless such person agrees to sell such person's Transfer Restricted
Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements, lock-up agreements and other documents reasonably
required under the terms of such underwriting arrangements.
SECTION 8. MISCELLANEOUS.
(a) REMEDIES. In the event of a breach by the Company or by a Holder
of any of their respective obligations under this Agreement, each Holder or
the Company, in addition to being entitled to exercise all rights granted by
law, including, without limitation, recovery of damages, will be entitled to
specific performance of its rights under this Agreement. The Company and each
Holder agree that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of any of the provisions of this
Agreement and hereby further agree that, in the event of any action for
specific performance in respect of such breach, they shall waive the defense
that a remedy at law would be adequate. This Section 8(a) shall not apply to
any breach for which Liquidated Damages have been specifically provided
hereunder.
(b) NO INCONSISTENT AGREEMENTS. The Company shall not enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The Company is not currently a party to any agreement
granting any registration rights with respect to any of its securities to any
person which conflicts with the Company's obligations hereunder. Without
limiting the generality of the foregoing, without the written consent of the
Holders of a majority in interest of the Transfer Restricted Securities, the
Company shall not grant to any person the right to request it to register any
of its securities under the Securities Act unless the rights so granted are
subject in all respect to the prior rights of the Holders set forth herein,
and are not otherwise in conflict or inconsistent with the provisions of this
Agreement.
(c) NO ADVERSE ACTION AFFECTING THE TRANSFER RESTRICTED SECURITIES.
The Company will not take any action with respect to the Transfer Restricted
Securities which would adversely affect the ability of any of the Holders to
include such Transfer Restricted Securities in a registration undertaken
pursuant to this Agreement.
(d) NO PIGGYBACK ON REGISTRATIONS. After the date hereof, the
Company shall not grant to any of its security holders (other than the
Holders in such capacity) the right to include any of its securities in any
Shelf Registration Statement.
18
(e) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions
hereof, may not be given, without the written consent of the Holders of a
majority in interest of the Transfer Restricted Securities; PROVIDED,
HOWEVER, that, for the purposes of this Agreement, Transfer Restricted
Securities that are owned, directly or indirectly, by either the Company or
an Affiliate of the Company are not deemed outstanding. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose
Transfer Restricted Securities are being sold pursuant to an underwritten
offering and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in interest of the Transfer
Restricted Securities being sold by such Holders pursuant to such an
underwritten offering; PROVIDED, HOWEVER, that the provisions of this
sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the immediately preceding sentence.
(f) NOTICES. All notices and other communications provided for
herein shall be made in writing by hand-delivery, next day air courier,
certified first-class mail, return receipt requested or telecopy:
(i) if to a Holder, to the address of such Holder as it
appears in the Notice and Questionnaire, or, if not so specified,
in the Common Stock or Notes register of the Company, as
applicable;
(ii) if to the Company, to:
TriQuint Semiconductor, Inc.
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn.: Chief Financial Officer
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Except as otherwise provided in this Agreement, all such
communications shall be deemed to have been duly given, when delivered by
hand, if personally delivered; one Business Day after being timely delivered
to a next-day air courier, five Business Days after being deposited in the
mail, postage prepaid, if mailed;
19
and when receipt is acknowledged by the recipient's telecopier machine, if
telecopied.
(g) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each existing and future
Holder. The Company may not assign its rights or obligations hereunder
without the prior written consent of the Holders of a majority in interest of
the Transfer Restricted Securities, other than by operation of law pursuant
to a merger or consolidation to which the Company is a party.
(h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts by the parties hereto, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one
and the same instrument.
(i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.
(j) SEVERABILITY. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law. If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, illegal, void or unenforceable, the remainder of
the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated, and the parties hereto shall use their best efforts to find and
employ an alternative means to achieve the same or substantially the same
result as that contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and
restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
(k) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
All references made in this Agreement to "SECTION" and "PARAGRAPH" refer to
such Section or paragraph of this Agreement, unless expressly stated
otherwise.
(l) ATTORNEYS' FEES. In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly
asserted as a defense, the prevailing party, as determined by the court,
shall be entitled to recover its reasonable attorneys' fees in addition to
any other available remedy.
20
IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of the date first written above.
TRIQUINT SEMICONDUCTOR, INC.
By___________________________
Name:
Title:
The foregoing Registration Rights
Agreement is hereby confirmed and
agreed to as of the date first
written above.
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
▇▇ ▇▇▇▇▇ SECURITIES CORPORATION
BANC OF AMERICA SECURITIES LLC
BEAR, ▇▇▇▇▇▇▇ & CO. INC.
By: ▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED
By:______________________________
Authorized Signatory
Acting on behalf of itself and the Initial Purchasers
21
Exhibit A
NOTICE
The undersigned beneficial owner (the "Selling Securityholder") of
Transfer Restricted Securities hereby gives notice to the Company of its
intention to sell or otherwise dispose of Transfer Restricted Securities
beneficially owned by it and listed below in Item (3), unless otherwise
specified in Item (3), pursuant to the Shelf Registration Statement. The
undersigned, by signing and returning this Notice and Questionnaire,
understands and agrees that it will be bound by the terms and conditions of
this Notice and Questionnaire and the Registration Rights Agreement.
Pursuant to the Registration Rights Agreement, the undersigned has
agreed to indemnify and hold harmless the Company, the Company's directors
and the Company's officers who sign the Shelf Registration Statement and each
person, if any, who controls the Company within the meaning of either Section
15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), from and against certain losses
arising in connection with statements concerning the undersigned made in the
Shelf Registration Statement or the related prospectus in reliance upon the
information provided in this Notice and Questionnaire.
The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:
QUESTIONNAIRE
1. (a) Full Legal Name of Selling Securityholder:
_____________________________________________________________________
(b) Full Legal Name of Registered Holder (if not the same as (a)
above) through which Transfer Restricted Securities listed in Item
(3) below are held:
_____________________________________________________________________
(c) Full Legal Name of DTC Participant (if applicable and if not the
same as (b) above) through which Transfer Restricted Securities
listed in Item (3) below are held:
_____________________________________________________________________
A-1
2. Address for Notices to Selling Securityholder:
_____________________________________________________________________
Telephone:___________________________________________________________
Fax:_________________________________________________________________
Contact Person:______________________________________________________
3. Beneficial Ownership of Transfer Restricted Securities:
(a) Type and Amount of Transfer Restricted Securities beneficially
owned:
_____________________________________________________________________
(b) CUSIP No(s). of such Transfer Restricted Securities beneficially
owned:
_____________________________________________________________________
(c) Type and Amount of Transfer Restricted Securities to be registered:
_____________________________________________________________________
4. Beneficial Ownership of Other Securities of the Company owned by the
Selling Securityholder:
EXCEPT AS SET FORTH BELOW IN THIS ITEM (4), THE UNDERSIGNED IS NOT THE
BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER
THAN THE TRANSFER RESTRICTED SECURITIES LISTED ABOVE IN ITEM (3).
(a)Type and Amount of Other Securities beneficially owned:
_____________________________________________________________________
_____________________________________________________________________
(b)CUSIP No(s). of such Other Securities beneficially owned:
_____________________________________________________________________
5. Relationship with the Company:
EXCEPT AS SET FORTH BELOW, NEITHER THE UNDERSIGNED NOR ANY OF ITS
AFFILIATES, OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (5% OR
MORE) HAS HELD ANY POSITION OR OFFICE OR HAS HAD ANY OTHER MATERIAL
RELATIONSHIP WITH THE COMPANY (OR ITS PREDECESSORS OR AFFILIATES)
DURING THE PAST THREE YEARS.
State any exceptions here:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
A-2
6. Plan of Distribution:
EXCEPT AS SET FORTH BELOW, THE UNDERSIGNED (INCLUDING ITS DONEES OR
PLEDGEES) INTENDS TO DISTRIBUTE THE TRANSFER RESTRICTED SECURITIES
LISTED ABOVE IN ITEM (3) PURSUANT TO THE SHELF REGISTRATION STATEMENT
ONLY AS FOLLOWS (IF AT ALL): SUCH TRANSFER RESTRICTED SECURITIES MAY BE
SOLD FROM TIME TO TIME DIRECTLY BY THE UNDERSIGNED OR ALTERNATIVELY,
THROUGH UNDERWRITERS, BROKER-DEALERS OR AGENTS. IF THE TRANSFER
RESTRICTED SECURITIES ARE SOLD THROUGH UNDERWRITERS OR BROKER-DEALERS,
THE SELLING SECURITYHOLDER WILL BE RESPONSIBLE FOR UNDERWRITING
DISCOUNTS AND COMMISSIONS AND/OR AGENT'S COMMISSIONS. SUCH TRANSFER
RESTRICTED SECURITIES MAY BE SOLD IN ONE OR MORE TRANSACTIONS AT FIXED
PRICES, AT PREVAILING MARKET PRICES AT THE TIME OF SALE, AT VARYING
PRICES DETERMINED AT THE TIME OF SALE, OR AT NEGOTIATED PRICES. SUCH
SALES MAY BE EFFECTED IN TRANSACTIONS (WHICH MAY INVOLVE CROSSES OR
BLOCK TRANSACTIONS) (i) ON ANY NATIONAL SECURITIES EXCHANGE OR
QUOTATION SERVICE ON WHICH THE TRANSFER RESTRICTED SECURITIES MAY BE
LISTED OR QUOTED AT THE TIME OF SALE, (ii) IN THE OVER-THE-COUNTER
MARKET, (iii) IN TRANSACTIONS OTHERWISE THAN ON SUCH EXCHANGES OR
SERVICES OR IN THE OVER-THE-COUNTER MARKET, OR (iv) THROUGH THE WRITING
OF OPTIONS. IN CONNECTION WITH SALES OF THE TRANSFER RESTRICTED
SECURITIES OR OTHERWISE, THE UNDERSIGNED MAY ENTER INTO HEDGING
TRANSACTIONS WITH BROKER-DEALERS, WHICH MAY IN TURN ENGAGE IN SHORT
SALES OF THE TRANSFER RESTRICTED SECURITIES IN THE COURSE OF HEDGING
THE POSITIONS THEY ASSUME. THE SELLING SECURITYHOLDER MAY ALSO SELL
TRANSFER RESTRICTED SECURITIES SHORT AND DELIVER TRANSFER RESTRICTED
SECURITIES TO CLOSE OUT SUCH SHORT POSITIONS, OR LOAN OR PLEDGE
TRANSFER RESTRICTED SECURITIES TO BROKER-DEALERS THAT IN TURN MAY SELL
SUCH SECURITIES.
State any exceptions here:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
Note: In no event will such method(s) of distribution take the form of
an underwritten offering of the Transfer Restricted Securities without
the prior agreement of the Company.
The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Exchange Act and the rules thereunder
relating to stock manipulation, particularly Regulation M thereunder (or any
successor rules or regulations), in connection with any offering of Transfer
Restricted Securities pursuant to the Shelf Registration Statement. The
undersigned agrees that neither it nor any person acting on its behalf will
engage in any transaction in violation of such provisions.
A-3
The Selling Securityholder hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain
persons as set forth therein. Pursuant to the Registration Rights Agreement,
the Company has agreed under certain circumstances to indemnify the Selling
Securityholders against certain liabilities.
In accordance with the undersigned's obligation under the
Registration Rights Agreement to provide such information as may be required
by law for inclusion in the Shelf Registration Statement, the undersigned
agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof at
any time while the Shelf Registration Statement remains effective. All
notices hereunder and pursuant to the Registration Rights Agreement shall be
made in writing, by hand delivery, first-class mail or air courier
guaranteeing overnight delivery at the address set forth below. In the
absence of any such notification, the Company shall be entitled to continue
to rely on the accuracy of the information in this Notice and Questionnaire.
By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above
and inclusion of such information in the Shelf Registration Statement and the
Prospectus. The undersigned understands that such information will be relied
upon by the Company in connection with the preparation, amendment or
supplementation of the Shelf Registration Statement and the Prospectus.
The terms of this Notice and Questionnaire, and the representations
and warranties contained herein, shall be binding upon, shall inure to the
benefit of and shall be enforceable by the respective successors, heirs,
personal representatives, and assigns of the Company and the Selling
Securityholder with respect to the Transfer Restricted Securities
beneficially owned by the Selling Securityholder and listed in Item (3)
above. This agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York applicable to contracts
made in the State of New York.
IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.
Date:___________________ __________________________________
Selling Securityholder (PRINT OR
TYPE FULL LEGAL NAME OF BENEFICIAL
OWNER OF TRANSFER RESTRICTED
SECURITIES)
By:_______________________________
Name:
Title:
A-4
PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:
TriQuint Semiconductor, Inc.
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
WITH A COPY TO:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
A-5
