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Exhibit
10.3
P ARENT V
OTING A GREEMENT
T HIS S
TOCKHOLDER V OTING A
GREEMENT (this “ Agreemen
t ”) is made and entered into as of December
13, 2007, by and among ON S EMICONDUCTOR C
ORPORATION , a Delaware corporation (“
Parent ”) (only with respect to
Section 2(b) hereof), AMIS H OLDINGS
, I NC . , a Delaware corporation (the “
Company ”) and the undersigned stockholder
(“ Stockholder ”) of Parent.
R
ECITALS
A. Concurrently with the
execution and delivery hereof, Parent, Apple Acquisition
Corporation, a Delaware corporation and an indirect wholly owned
subsidiary of Parent (“ Merger Sub ”),
and the Company are entering into an Agreement and Plan of Merger
and Reorganization of even date herewith (as it may be amended or
supplemented from time to time pursuant to the terms thereof, the
“ Merger Agreement ”), which provides for
the merger (the “ Merger ”) of Merger Sub
with and into the Company in accordance with its terms ( the
Merger, Merger Agreement and the transactions contemplated thereby
referred to collectively as the “ Proposed
Transaction ”).
B. Stockholder has sole voting
power over such number of shares of each class of capital stock of
Parent beneficially owned (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) by Stockholder as is
indicated on the signature page of this Agreement.
C. In consideration of the
execution and delivery of the Merger Agreement by the Company,
Stockholder desires to agree to vote the Shares (as defined herein)
over which Stockholder has sole voting power so as to facilitate
the consummation of the Merger.
N OW , T
HEREFORE , intending to be legally bound, the
parties hereto hereby agree as follows:
(a) Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed
thereto in the Merger Agreement. For all purposes of and under this
Agreement, the following terms shall have the following respective
meanings:
“ Constructive
Sale ” means with respect to any security, a short
sale with respect to such security, entering into or acquiring an
offsetting derivative contract with respect to such security,
entering into or acquiring a futures or forward contract to deliver
such security or entering into any other hedging or other
derivative transaction that has the effect of either directly or
indirectly materially reducing the economic benefits or risks of
ownership.
“ Shares
” means (i) all outstanding shares of capital stock of
Parent owned, beneficially or of record, by Stockholder as of the
date hereof, and (ii) all additional outstanding shares of
capital stock of Parent acquired by Stockholder, beneficially or of
record, during the period commencing with the execution and
delivery of this Agreement and expiring on the Expiration Date (as
such term is defined in Section 7 below), in the case
of each of clauses (i) and (ii) as to which (and only as
to which) Stockholder has sole voting power; but in each case
excluding shares of capital stock of Parent that, by virtue of
Stockholder’s ownership of options or other convertible
securities, are deemed to be beneficially owned by Stockholder
pursuant to Rules 13d-3(d)(1)(i)(A) or (B) prior to the time
at which Stockholder exercises such options or other convertible
securities and receives the underlying capital stock of
Parent.
“
Transfer ” means, with respect to any security,
the direct or indirect assignment, sale, transfer, tender,
exchange, pledge, hypothecation, or the gift, placement in trust,
or the Constructive Sale or other disposition of such security
(excluding transfers: (i) by testamentary or intestate succession,
(ii) otherwise by operation of law, or (iii) under any written
trading plan adopted prior to the date of this Agreement under Rule
10b5-1 of the Securities Exchange Act of 1934 as amended) or any
right, title or interest therein (including, but not limited to,
any right or power to vote to which the holder thereof may be
entitled, whether such right or power is granted by proxy or
otherwise), or the record or beneficial ownership thereof, and each
agreement, arrangement or understanding, whether or not in writing,
to effect any of the foregoing.
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2. |
Transfer and Voting Restrictions . |
(a) At all times during the
period commencing with the execution and delivery of this Agreement
and expiring on the Expiration Date, Stockholder shall not, except
in connection with the Merger, Transfer any of the Shares, or enter
into an agreement, commitment or other arrangement with respect
thereto. Notwithstanding the foregoing or anything to the contrary
set forth in this Agreement, Stockholder may Transfer any or all of
the Shares (i) by will, or by operation of law, in which case
this Agreement shall bind the transferee, or (ii) in
connection with estate and charitable planning purposes, including
Transfers to relatives, trusts and charitable organizations, so
long as the transferee, prior to such Transfer executes a
counterpart of this Agreement (with such modifications as the
Company may reasonably request solely to reflect such
transfer).
(b) Stockholder understands
and agrees that if Stockholder attempts to Transfer, vote or
provide any other person with the authority to vote any of the
Shares other than in compliance with this Agreement, Parent shall
not, and Stockholder hereby unconditionally and irrevocably
instructs Parent to not, (i) permit any such Transfer on its
books and records, (ii) issue a new certificate representing
any of the Shares or (iii) record such vote, in each case,
unless and until Stockholder shall have complied with the terms of
this Agreement. Each stock certificate evidencing Shares that is
issued in the name of Stockholder on or after the date of this
Agreement shall bear a legend indicating that such Shares are
subject to the terms of this Agreement and any transferee of the
Shares evidenced by the stock certificate takes the Shares subject
to the terms of this Agreement.
(c) Except as otherwise
permitted by this Agreement or by order of a court of competent
jurisdiction, each Stockholder will not commit any act that could
restrict or affect such Stockholder’s legal power, authority
and right to vote all of the Shares then owned of record or
beneficially by Stockholder or otherwise prevent or disable
Stockholder from performing any of his obligations under this
Agreement. Without limiting the generality of the foregoing, except
for this Agreement and as otherwise permitted by this Agreement,
each Stockholder will not enter into any voting agreement with any
Person with respect to any of the Shares, grant any Person any
proxy (revocable or irrevocable) or power of attorney with respect
to any of the Shares, deposit any of the Shares in a voting trust
or otherwise enter into any agreement or arrangement with any
Person limiting or affecting Stockholder’s legal power,
authority or right to vote the Shares in favor of the approval of
the Proposed Transaction.
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3. |
Agreement to Vote Shares . |
(a) Prior to the Expiration
Date, at every meeting of the stockholders of Parent called, and at
every adjournment or postponement thereof, and on every action or
approval by written consent of the stockholders of Parent,
Stockholder (in Stockholder’s capacity as such) shall appear
at the meeting or otherwise cause the Shares to be present thereat
for purposes of establishing a quorum and, to the extent not voted
by the Persons appointed as proxies pursuant to this Agreement,
vote in favor of (i) approval of the issuance of shares of
Parent Common Stock in the Merger, (ii) approval of an
amendment
2
of the Parent’s Certificate of
Incorporation to increase the number of authorized shares of Parent
Common Stock by 150 million shares, and (iii) any
adjournment or postponement recommended by Parent with respect to
any stockholder meeting in connection with the issuance of shares
of Parent Common Stock pursuant to the Merger Agreement.
(b) If Stockholder is the
beneficial owner, but not the record holder, of the Shares,
Stockholder agrees to take all actions necessary to cause the
record holder and any nominees to vote all of the Shares in
accordance with Section 3(a) .
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4. |
Grant of Irrevocable Proxy . |
(a) Stockholder hereby
irrevocably (to the fullest extent permitted by law) grants to, and
appoints, the Company and each of its executive officers and any of
them, in their capacities as officers of the Company (the “
Grantees ”), as Stockholder’s proxy and
attorney-in-fact (with full power of substitution and
re-substitution), for and in the name, place and stead of
Stockholder, to vote the Shares, to instruct nominees or record
holders to vote the Shares, or grant a consent or approval or
dissent or disapproval in respect of such Shares in accordance with
Section 3 hereof and, in the discretion of the Grantees
with respect to any proposed adjournments or postponements of any
meeting of stockholders of Parent at which any of the matters
described in Section 3 hereof is to be
considered.
(b) Stockholder represents
that any proxies heretofore given in respect of the Shares that may
still be in effect are not irrevocable, and such proxies are hereby
revoked.
(c) Stockholder hereby
affirms that the irrevocable proxy set forth in this
Section 4 is given in connection with the execution of
the Merger Agreement, and that such irrevocable proxy is given to
secure the performance of the duties of Stockholder under this
Agreement. Stockholder hereby further affirms that
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