REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of July 18, 2004, between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (the “Company”).
EMPLOYEE MATTERS AGREEMENT (As Amended and Restated as of June 18, 2004)Employee Matters Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
THIS Amended and Restated EMPLOYEE MATTERS AGREEMENT (the “Agreement”), is dated this 18th day of June, 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale” and together with Motorola, the “Parties” and individually, a “Party”).
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of April 4, 2004 (the “Effective Date”) between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”). Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings ascribed to such terms in that certain Master Separation and Distribution Agreement between Motorola and Freescale dated as of April 4, 2004 (the “Master Separation and Distribution Agreement”).
MASTER SEPARATION AND DISTRIBUTION AGREEMENTMaster Separation and Distribution Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of April 4, 2004, by and between Motorola, Inc., a Delaware corporation (“Motorola”), and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in Article 1 of this Agreement.
TAX SHARING AGREEMENT DATED AS OF APRIL 4, 2004 BY AND AMONG MOTOROLA, INC. AND FREESCALE SEMICONDUCTOR, INC.Tax Sharing Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of , 2004 by and between Motorola, Inc., a Delaware corporation (“MINC”), and Freescale Semiconductor, Inc., a Delaware corporation and a wholly owned subsidiary of MINC (“Freescale”) (MINC and Freescale are sometimes collectively referred to herein as the “Companies”).
SEMICONDUCTOR PURCHASE AGREEMENTSemiconductor Purchase Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices • Delaware
This Semiconductor Purchase Agreement, its Supplement and Attachments (collectively “Agreement”), effective as of April 4, 2004 (the “Effective Date”), is by and between Motorola, Inc., a Delaware corporation, acting through its Personal Communications Sector and the iDEN Subscriber Group of its Global Telecom Solutions Sector, or their successor organizations within Motorola (“Motorola”) and Freescale Semiconductor, Inc., a Delaware corporation, acting through its wireless and mobile systems group or its successor group within Freescale (“Freescale”).
TRANSITION SERVICES AGREEMENT—MOTOROLA SERVICESTransition Services Agreement—motorola Services • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
This TRANSITION SERVICES AGREEMENT—MOTOROLA SERVICES (this “Agreement”) is entered into this 4th day of April, 2004 by and between Motorola, Inc., a Delaware corporation (“Motorola”) and Freescale Semiconductor, Inc., a Delaware corporation (“Freescale”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT BETWEEN MOTOROLA, INC. AND FREESCALE SEMICONDUCTOR, INC.Tax Sharing Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices
This AMENDMENT No. 1 TO THE TAX SHARING AGREEMENT (“Amendment No. 1”) is entered into as of June 18, 2004 by and between Motorola, Inc., a Delaware corporation (“MINC”) and Freescale Semiconductor, Inc., a Delaware corporation and wholly owned subsidiary of MINC (“Freescale”) (MINC and Freescale are sometimes collectively referred to herein as the “Parties” and individually, a “Party”);
Underwriting AgreementUnderwriting Agreement • March 2nd, 2005 • Freescale Semiconductor Inc • Semiconductors & related devices • New York
Freescale Semiconductor, Inc. (the “Company”), a Delaware corporation and a wholly-owned subsidiary of Motorola, Inc. (“Motorola”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 121,621,622 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 18,243,243 additional shares (the “Optional Shares”) of Class A Common Stock (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof being collectively called the “Shares”).
