Exhibit
4.2
ASSUMPTION
AGREEMENT
This Assumption Agreement (this “
Assumption Agreement ”) is entered into as of
September 19, 2008, by and among Jazz Technologies, Inc.
(previously named Acquicor Technology Inc.), a Delaware corporation
(the “ Company ”), Tower Semiconductor Ltd., an
Israel company (“ Parent ”), and Continental
Stock Transfer & Trust Company, a New York corporation (the
“ Warrant Agent ”).
WHEREAS, the Company and the Warrant Agent are
parties to that certain Warrant Agreement dated as of March 15,
2006 (as clarified by that certain Warrant Clarification Agreement
dated as of November 9, 2006, the “ Warrant Agreement
”; capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Warrant
Agreement);
WHEREAS, Parent, Armstrong Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Parent
(“ Merger Sub ”), and the Company are parties to
that certain Agreement and Plan of Merger and Reorganization dated
as of May 19, 2008 (the “ Merger Agreement ”),
pursuant to which, subject to the terms and conditions set forth
therein, Merger Sub has agreed to merge with and into the Company,
with the Company being the surviving corporation and a wholly owned
subsidiary of Parent (the “ Merger
”);
WHEREAS, pursuant to the Merger Agreement, at
the effective time of the Merger (the “ Effective Time
”), by virtue of the Merger and without any further action on
the part of Parent, Merger Sub, the Company or any stockholder of
the Company, each share of Common Stock outstanding immediately
prior to the Effective Time shall be converted into the right to
receive 1.8 ordinary shares, par value NIS 1.00 per share, of
Parent (“ Parent Ordinary Shares ”);
and
WHEREAS, pursuant to Section 4.4 of the Warrant
Agreement and Section 4.9(b) of the Merger Agreement, upon the
Effective Time, each outstanding Warrant will be assumed by Parent
and will continue to have, and be subject to, the same terms and
conditions of such Warrant immediately prior to the Effective Time,
except that, in accordance with Section 4.4 of the Warrant
Agreement, (i) each Warrant will be exercisable for that number of
Parent Ordinary Shares equal to the product of the number of shares
of Common Stock that were issuable upon exercise of such Warrant
immediately prior to the Effective Time multiplied by 1.8, and (ii)
the per share exercise price for the Parent Ordinary Shares
issuable upon exercise of such assumed Warrant will be equal to the
quotient determined by dividing the exercise price per share of
Common Stock at which such Warrant was exercisable immediately
prior to the Effective Time by 1.8.
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
Company, Parent and the Warrant Agent hereby agree as
follows:
1. Assignment and Assumption
.
(a) Upon the Effective Time, the Company hereby
assigns, and Parent hereby assumes, the rights and obligations of
the Company under the Warrant Agreement and the Warrants, including
the obligation to issue Parent Ordinary Shares upon the exercise of
the Warrant
