exv10w1



 





Exhibit 10.1




STOCK PURCHASE AGREEMENT




     This Stock Purchase Agreement (this “Agreement”), effective as of December 27, 2006,
is by and between ON Semiconductor Corporation, a Delaware corporation (the “Company”), and
TPG SEMICONDUCTOR HOLDINGS LLC, a Delaware limited liability company, and TPG ON HOLDINGS LLC, a
Delaware limited liability company (“TPG Sellers”).



     WHEREAS, (i) the Company has agreed, subject to the conditions herein, to purchase from TPG
Sellers shares of common stock, par value $0.01 per share, of the Company (“Common Stock”).



     NOW, THEREFORE, in consideration of the acts, payments, covenants and mutual agreements herein
described and agreed to be performed, the Company and the TPG Sellers hereby agree as follows:



     1. Purchase and Sale of the Shares. 



          (a) Upon the terms of and subject to conditions set forth in this Agreement, TPG Sellers
hereby agree to sell to the Company, and the Company hereby agrees to purchase from TPG Sellers,
9,749,303 shares of Common Stock (the “Shares”). The number of Shares to be purchased from
TPG Semiconductor Holdings LLC and the number of Shares to be purchased from TPG ON Holdings LLC
are specified on Schedule 1 hereto.




          (b) The purchase price per share for the Shares shall be $7.18 per share (the “Per Share
Price”), or an aggregate of Sixty-Nine Million Nine Hundred Ninety-Nine Thousand Nine Hundred
Ninety-Five and 54/100 Dollars ($69,999,995.54), paid pro rata.




          (c) On or before December 29, 2006, TPG Sellers shall surrender to the Company any
certificates representing the Shares being purchased, together with duly executed stock powers for
the transfer of such Shares to the Company, or otherwise provide to the Company satisfactory
evidence of the transfer of the Shares to the Company, against payment of the purchase price for
the Shares to TPG Sellers by wire transfer to an account or accounts designated in writing by TPG
Sellers.




     2. Representations, Warranties and Covenants of TPG Sellers. TPG Sellers hereby
represent, warrant and covenant to the Company as follows:



          (a) Ownership of the Shares. TPG Sellers are the sole beneficial owner and holder of
the entire right, title and interest in and to their respective Shares, free and clear of all liens
and other encumbrances (other than restrictions on transfer imposed by federal and state securities
laws).




          (b) Authorization; Enforceability. TPG Sellers have full power and authority to enter
into this Agreement. This Agreement has been duly authorized by all necessary limited liability
company action and constitutes valid and legally binding obligations of TPG Sellers, enforceable
against TPG Sellers in accordance with its terms.




 









 








          (c) No Conflicts. The execution and delivery by TPG Sellers of this Agreement does
not, and the consummation of the transactions contemplated hereby will not: (i) conflict with or
result in a violation or breach of any law, rule, regulation, order or decree applicable to TPG
Sellers; (ii) conflict with or result in a violation or breach of, or constitute (with or without
notice or lapse of time or both) a default under, any contract to which TPG Sellers are a party;
(iii) except as set forth in this Agreement or as required by the federal securities laws, require
TPG to obtain any consent, approval or action of, make any filing with or give any notice to any
person as a result or under the terms of any contract to which TPG Sellers are a party; or (iv)
result in the creation or imposition of any lien or other encumbrance upon the Shares.




          (d) Adequacy of Information. TPG Sellers, by virtue of their representation on the
Board of Directors of the Company, has information or access to information regarding the Company
and its business, including financial and operating data for October, November and December 2006,
necessary to make an informed and knowledgeable decision with regard to the transactions
contemplated hereby. TPG Sellers understand that the Shares may in the future trade at prices
higher than the purchase price at which TPG Sellers are selling such Shares to the Company under
this Agreement, and that TPG Sellers, by entering into this Agreement, are foregoing any and all
opportunities to share in any such increased value with respect to any Shares sold hereunder. TPG
Sellers have not relied upon the Company, or any of its affiliates or agents, and has instead made
its own independent analysis, in determining to enter into this Agreement and to consummate the
transactions contemplated hereby.




          (e) Required Filings. TPG Sellers will make all filings required by law with
governmental agencies or authorities as a result of the execution of this Agreement and the sale of
the Shares, including, without limitation, filings required under Section 13 and Section 16 of the
Exchange Act of 1934, as amended, within the time period required by all such applicable laws.




     3. Representations, Warranties and Covenants of the Company. The Company hereby
represents, warrants and covenants to TPG Sellers as follows:



          (a) Authorization; Enforceability. The Company has full power and authority to enter
into this Agreement. This Agreement has been duly authorized by all necessary corporate action and
constitutes valid and legally binding obligations of the Company, enforceable against the Company
in accordance with its terms.




          (b) No Conflicts. The execution and delivery by the Company of this Agreement does
not, and the consummation of the transactions contemplated hereby will not: (i) conflict with or
result in a violation or breach of any law, rule, regulation, order or decree applicable to the
Company; (ii) conflict with or result in a violation or breach of, or constitute (with or without
notice or lapse of time or both) a default under, any contract to which the Company or any of its
direct or indirect subsidiaries is a party, or (iii) except as set forth in this Agreement or as
required by the federal securities laws, require the Company to obtain any consent, approval or
action of, make any filing with or give any notice to any person as a result or under the terms of
any contract to which the Company is a party.




- 2 -









 








          (c) Required Filings. The Company will make all filings required by law with
governmental agencies or authorities as a result of the execution of this Agreement and the sale of
the Shares within the time period required by all such applicable laws.




     4. Miscellaneous.



          (a) Survival. The representations, warranties, covenants and agreements of TPG
Sellers and the Company contained in or made pursuant to this Agreement shall survive the execution
and delivery of this Agreement and the closing of the transactions contemplated hereby.




          (b) Nature of Agreement. This Agreement and all provisions thereof, including all
representations and promises contained herein, are contractual and not a mere recital and shall
continue in permanent force and effect. This Agreement constitutes the sole and entire agreement
of the parties with respect to the subject matter hereof, and there are no agreements of any nature
whatsoever between the parties hereto with respect to the subject matter hereof, except as
expressly stated or referenced herein. This Agreement may not be modified or changed unless done
so in writing, signed by both parties. In the event that any portion of this Agreement is found to
be unenforceable for any reason whatsoever, the unenforceable provision shall be considered to be
severable, and the remainder of the Agreement shall continue to be in full force and effect. This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware
without regard to choice of law principles.




          (c) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.




          (d) Notices. Unless otherwise provided, any notice required or permitted by this
Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered by
overnight courier or sent by facsimile, or upon delivery when delivered personally, or upon
seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail,
with postage prepaid, addressed to the party to be notified at such party’s address or facsimile
number, as subsequently modified by written notice, as follows:




               (i) if to TPG Sellers, to Texas Pacific Group, 301 Commerce Street, Suite 3300, Fort Worth,
Texas 76102, Attn: Clive D. Bode, Vice President (facsimile: (817) 871-4088), or



               (ii) if to the Company, to On Semiconductor Corporation, 5005 E. McDowell Road, Phoenix,
Arizona 85008, Attn: General Counsel (facsimile: 602-244-5601).



          (e) Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable for whatever reason, the remaining provisions of
this Agreement shall nevertheless continue in full force and effect without being impaired in any
manner whatsoever.




- 3 -









 








          (f) Further Assurances. Each party to this Agreement agrees upon request to execute
any further documents or instruments necessary or desirable to carry out the purposes or intent of
this Agreement.




          (g) Several Obligations. The obligations of each of the TPG Entities is several and
not joint.




          (h) Advice of Counsel. Each party to this agreement acknowledges that, in executing
this agreement, such party has had the opportunity to seek the advice of independent legal counsel,
and has read and understood all of the terms and provisions of this agreement. This agreement
shall not be construed against any party by reason of the drafting or preparation hereof.




[Signature Page Follows]




- 4 -









 





     The parties have executed this Stock Purchase Agreement as of the date first written above.



	 	 	 	 	 
	THE COMPANY:	 	 
	 
	 	 	 	 
	ON SEMICONDUCTOR CORPORATION	 	 
	 
	 	 	 	 
	By:
	 	/s/ KEITH JACKSON	 	 
	 

	 	 	 	 
	 

	 	Name: Keith Jackson

Title: President and Chief Executive Officer	 	 
	 
	 	 	 	 
	TPG SELLERS:	 	 
	 
	 	 	 	 
	TPG SEMICONDUCTOR HOLDINGS LLC,	 	 
	 
	 	 	 	 
	By: TPG Partners II, L.P., as Manager,	 	 
	By: TPG GenPar II, L.P., its General Partner,	 	 
	By: TPG Advisors II, Inc., its General Partner,	 	 
	 
	 	 	 	 
	By
	 	/s/ JOHN E. VIOLA	 	 
	 

	 	 	 	 
	 

	 	Name: John E. Viola	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	TPG ON HOLDINGS LLC,	 	 
	 
	 	 	 	 
	By: TPG Partners II, L.P., as Manager,	 	 
	By: TPG GenPar II, L.P., its General Partner,	 	 
	By: TPG Advisors II, Inc., its General Partner,	 	 
	 
	 	 	 	 
	By
	 	/s/ JOHN E. VIOLA 	 	 
	 

	 	 	 	 
	 

	 	Name: John E. Viola	 	 
	 

	 	Title: Vice President	 	 






 









 





SCHEDULE 1




	 	 	 
	TPG Seller	 	Number of Shares
	TPG Semiconductor Holdings LLC
	 	6,602,475
	TPG ON Holdings LLC
	 	3,146,828