On Semiconductor Corp DEFA14A, filed Oct 1, 2026

On Semiconductor Corp (ON)

ON Semiconductor Corporation revised its merger agreement on October 1, 2026 to acquire Synaptics for $123 per share in cash, eliminating several closing conditions and planning to withdraw its registration statement; Morgan Stanley Senior Funding, Inc. committed up to $2,450,000,000. AI summary

DEFA14A 2026-10-01

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Added on October 19, 2026

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Delaware	001-39317	36-3840979
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5701 N. Pima Road		85250
Scottsdale, Arizona		85250
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	ON	The Nasdaq Stock Market LLC

Exhibit No.		Description of Exhibit

2.1*		Amended and Restated Agreement and Plan of Merger, dated as of October 1, 2026, by and among ON Semiconductor Corporation, Sonic Acquisition Corp. and Synaptics Incorporated.
10.1		$2,450,000,000 Senior Secured Term Loan Facilities Commitment Letter, dated as of October 1, 2026, by and between ON Semiconductor Corporation and Morgan Stanley Senior Funding, Inc.
99.1		Press Release, dated October 1, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

		ON Semiconductor Corporation

October 1, 2026	By:	/s/ Paul Dutton
	Name:	Paul Dutton
	Title:	Senior Vice President, Chief Legal Officer and Secretary

ARTICLE I. THE MERGER		2
1.1	The Merger	2
1.2	Closing	2
1.3	Certificate of Incorporation and Bylaws	2
1.4	Directors and Officers	2
1.5	Effect on Company Capital Stock	3
1.6	Treatment of Company Equity Awards	4
1.7	Exchange of Certificates and Cancellation of Book-Entry Positions	7
1.8	Further Action	10
1.9	Tax Withholding	10
1.10	Dissenting Shares	11
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY		11
2.1	Due Organization and Good Standing	11
2.2	Capitalization	12
2.3	Subsidiaries	14
2.4	Authority; Binding Nature of Agreement	15
2.5	Vote Required	15
2.6	Non-Contravention: Consents	15
2.7	Reports; Financial Statements; Internal Controls	16
2.8	Absence of Certain Changes	18
2.9	Intellectual Property and Related Matters	19
2.10	Title to Assets; Real Property	22
2.11	Contracts	23
2.12	Company Products and Warranties	27
2.13	Company Top Customers; Distributors and Suppliers	27
2.14	Compliance with Legal Requirements	28
2.15	Legal Proceedings; Investigations; Orders	28
2.16	Anti-Corruption Laws: Anti-Money Laundering Laws: Sanctions Laws: Export Control Laws	29
2.17	Tax Matters	30
2.18	Employee Benefit Plans	32
2.19	Labor Matters	35
2.20	Environmental Matters	35

2.21	Insurance	36
2.22	Takeover Statutes	36
2.23	Ownership of Parent Common Stock	36
2.24	Opinion of Financial Advisor	36
2.25	Brokers	37
2.26	Information Supplied	37
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB		37
3.1	Due Organization and Good Standing	37
3.2	Authority; Binding Nature of Agreement	38
3.3	Non-Contravention; Consents	39
3.4	Legal Proceedings; Investigations; Orders	40
3.5	Ownership of Company Common Stock	40
3.6	Brokers	40
3.7	Information Supplied	40
3.8	Financing	41
3.9	Merger Sub	42
ARTICLE IV. COVENANTS		42
4.1	Access	42
4.2	Interim Operations	43
4.3	Company No Solicitation	50
4.4	Proxy Statement	53
4.5	Meeting of Company’s Stockholders; Company Change in Recommendation	54
4.6	Filings; Other Actions	58
4.7	Merger Sub	61
4.8	Publicity; Confidentiality	61
4.9	Company ESPP; Other Employee Benefits	62
4.10	Indemnification; Directors’ and Officers’ Insurance	66
4.11	Stockholder Litigation	68
4.12	Stock Exchange Delisting	68
4.13	Section 16 Matters	69
4.14	Director and Officer Resignations	69
4.15	Takeover Statutes	69
4.16	Treatment of Company Indebtedness	69
4.17	Financing Cooperation	71

4.18	Notification of Certain Events	76
4.19	Financing	77
ARTICLE V. CONDITIONS TO EACH PARTY’S OBLIGATION TO EFFECT THE MERGER		79
5.1	Conditions Precedent to Each Party’s Obligations	79
5.2	Additional Conditions Precedent to Parent’s Obligations	80
5.3	Additional Conditions Precedent to Company’s Obligations	81
ARTICLE VI. TERMINATION		82
6.1	Termination	82
6.2	Effect of Termination	84
6.3	Termination Fees	84
ARTICLE VII. MISCELLANEOUS PROVISIONS		86
7.1	Amendment	86
7.2	Waiver	87
7.3	No Survival of Representations and Warranties	87
7.4	Entire Agreement; Non-Reliance; Third-Party Beneficiaries	87
7.5	Governing Law; Jurisdiction	89
7.6	Payment of Expenses	90
7.7	Assignability; Parties in Interest	90
7.8	Notices	91
7.9	Severability	92
7.10	Counterparts	92
7.11	Specific Performance	92
7.12	Disclosure Schedules	93
7.13	Certain Financing Provisions	94
7.14	Construction	95

Exhibit A	Definitions
Exhibit B	Form of Certificate of Incorporation of Surviving Corporation

	ON SEMICONDUCTOR CORPORATION

	By:	/s/ Hassane El-Khoury
	Name:	Hassane El-Khoury
	Title:	President and Chief Executive Officer

	SONIC ACQUISITION CORP.

	By:	/s/ Paul Dutton
	Name:	Paul Dutton
	Title:	Senior Vice President, Legal and Secretary

	SYNAPTICS INCORPORATED

	By:	/s/ Rahul Patel
	Name:	Rahul Patel
	Title:	Chief Executive Officer

Agreement	1
Alternative Financing	76
Cancelled Shares	3
Capped Call Dealers	68
Certificate of Merger	2
Closing	2
Closing Date	2
Committed Financing	40
Company	1
Company 401(k) Plan	63
Company Accelerated MSU	6
Company Accelerated MSU Payment	6
Company Accelerated PSU	5
Company Accelerated PSU Payment	5
Company Accelerated RSU	4
Company Accelerated RSU Payment	4
Company Board Recommendation	14
Company Book-Entry Shares	3
Company CapEx Budget	48
Company Capitalization Date	12
Company Change in Recommendation	54
Company Converted MSU	6
Company Converted PSU	5
Company Converted RSU	4
Company Disclosure Schedule	11

DTC	8
Effective Time	2
End Date	80
Exchange Agent	7
Exchange Fund	7
Final Exercise Date	61
Financing Indemnity	74
Financing Related Proceeding	91
Harmful Code	20
Indemnified Parties	64
intentional and material breach	82
Letter of Transmittal	8
Maximum Amount	65
Merger	1
Merger Agreement Representations	91
Merger Consideration	3
Merger Sub	1
Nasdaq	17
Non-Budgeted Company Capital Expenditure	48

Company ESPP Rights	61
Company Financial Advisor	36
Company Financial Advisor Opinion	36
Company Foreign Plan	31
Company Intervening Event	56
Company IT Systems	21
Company Leased Real Property	22
Company Material Contract	23
Company Permits	27
Company Real Property Leases	22
Company Registered IP	18
Company Returns	29
Company SEC Documents	16
Company Stock Certificate	3
Company Stockholder Meeting	53
Company Superior Proposal Notice	55
Continuing Employee	62
Credit Facility Payoff Amount	69
Credit Facility Termination	69
D&O Policy	65
Debt Commitment Letter	39
Default Settlement Method	69
Definitive Financing Documents	75
Delaware Secretary	2
Dissenting Shares	10

Original Agreement	1
Parent	1
Parent 401(k) Plan	63
Parent Disclosure Schedule	36
Payoff Letter	69
Permitted Company Debt Modification	45
Regulatory Remedies	59
Relevant Legal Restraint	78
Required Amounts	41
Required Company Stockholder Vote	15
Significant Company Subsidiary	13
Significant Parent Subsidiary	14
Subsidiary	14
Surviving Corporation	2
Synaptics Incorporated	2
Technology	14
Trading Day	15
Transaction Litigation	66
Treasury Regulations	15

	Very truly yours,

	MORGAN STANLEY SENIOR FUNDING, INC.

	By:	/s/ Andrew Doherty
	Name: Andrew Doherty
	Title: Authorized Signatory

ON SEMICONDUCTOR CORPORATION

By:	/s/ Thad Trent

Borrower:	ON Semiconductor Corporation, a Delaware corporation (the “Company”).

Guarantors:	The obligations of the Company in respect of the Term Facilities (as defined below) will be jointly and severally guaranteed by each of the Company’s existing and subsequently acquired or formed subsidiaries that guarantees the obligations outstanding under the Existing Company Credit Agreement (collectively, the “Guarantors” and, together with the Company, the “Loan Parties”). Notwithstanding the foregoing, subsidiaries may be excluded from the guarantee requirements in circumstances where the Company and the Administrative Agent reasonably agree that the cost or burden of providing such a guarantee is excessive in relation to the value afforded thereby.

Lead Arrangers and Bookrunners:	Subject to the Company’s right to appoint other financial institutions as joint lead arrangers and joint bookrunners for the Term Facilities under Section 1 of the Commitment Letter, Morgan Stanley Senior Funding, Inc. (“MSSF”) will act as “left” lead arranger and bookrunner (in such capacities, the “Arranger”) for the Term Facilities and will perform the duties customarily associated with such roles.

Administrative Agent:	To the extent the Term Facilities are documented as an “Incremental Term Loan Commitment” and an “Incremental Term Loan” under the Existing Company Credit Agreement, the existing administrative agent and collateral agent thereunder. If the Term Facilities are documented in a stand-alone credit agreement, MSSF will act as sole and exclusive administrative agent and collateral agent for the Lenders (as defined below) under the Term Facilities and will perform the duties customarily associated with such role. The person acting as administrative agent and collateral agent with respect to the Term Facilities is referred to herein as the “Administrative Agent”.

Lenders:	MSSF and/or other banks, financial institutions and institutional lenders selected in accordance with the Commitment Letter, but excluding any Disqualified Lender (collectively, the “Lenders”).

Term Facilities:	Senior secured term loan facilities in an aggregate principal amount of up to $2,450,000,000, consisting of the following: A five-year senior secured term loan A credit facility in an aggregate principal amount of up to $1,000,000,000 (the “Term Loan A Credit Facility”), and A seven-year senior secured term loan B credit facility in an aggregate principal amount of up to $1,450,000,000 (the “Term Loan B Credit Facility” and, together with the Term Loan A Credit Facility, the “Term Facilities” and each a “Term Facility”). Loans under the Term Facilities will be available in U.S. dollars.

Incremental Facilities:	Subject to the Documentation Principles (as defined below), to be consistent with the Existing Company Credit Agreement.

Refinancing Facilities:	Subject to the Documentation Principles, to be included subject to customary terms and conditions to be mutually agreed upon by the Company and the Arranger.

Purpose/Use of Proceeds:	The proceeds of the Term Facilities will be used solely (a) to fund the cash portion of the consideration for the Acquisition and (b) to pay fees, costs and expenses in connection with the Transactions.

Availability:	A single drawing may be made under each of the Term Facilities on the Closing Date. Amounts borrowed under the Term Facilities that are repaid or prepaid may not be reborrowed. On the Closing Date, any undrawn commitments under each Term Facility shall automatically terminate.

Closing Date:	The date, on or before the Commitment Termination Date, on which the borrowings under the Term Facilities are made and the Acquisition is consummated (the “Closing Date”).

Collateral:	Subject to the Limited Conditionality Provision and customary exceptions to be set forth in the Facility Documentation, all obligations of the Company under the Term Facilities and of the Guarantors under the guarantees, will be secured by first priority perfected security interests (subject to permitted liens) in substantially all existing and after-acquired property of the Company and each Guarantor in a manner consistent with the Existing Company Credit Agreement (the “Collateral”).

Intercreditor Agreement:	To the extent the Term Facilities are documented in a single, stand-alone credit agreement, the Administrative Agent will enter into a customary pari passu intercreditor agreement with the administrative agent with respect to the Existing Company Credit Agreement and the Borrower that is reasonably acceptable to such persons.

Maturity:	The maturity date (the “Maturity Date”) of the Term Facilities will be (x) with respect to the Term Loan A Credit Facility, the date that is five years after the Closing Date and (y) with respect to the Term Loan B Credit Facility, the date that is seven years after the Closing Date.

	Name: Thad Trent
	Title: Executive Vice President and Chief Financial Officer

Amortization:	The Term Facilities will have amortization as follows: The Term Loan A Credit Facility will amortize in quarterly installments, commencing with the first fiscal quarter ending after the Closing Date, in aggregate annual amounts equal to (i) from the Closing Date to the first anniversary of the Closing Date, 1.25% of the original principal amount of the Term Loan A Credit Facility on the Closing Date each quarter, (ii) from the first anniversary of the Closing Date to the third anniversary of the Closing Date, 2.50% of the original principal amount of the Term Loan A Credit Facility on the Closing Date each quarter, and (iii) from the third anniversary of the Closing Date and thereafter, 3.75% of the original principal amount of the Term Loan A Credit Facility on the Closing Date each quarter, with the balance payable on the fifth anniversary of the Closing Date. The Term Loan B Credit Facility will amortize in equal quarterly installments, commencing with the first full fiscal quarter ending after the Closing Date, in aggregate quarterly amounts equal to 0.25% of the original principal amount of the Term Loan B Credit Facility on the Closing Date with the balance payable on the seventh anniversary of the Closing Date.

Interest Rate:	All amounts outstanding under the Term Facilities will bear interest at a rate per annum equal to, at the Company’s option: (a) the Base Rate plus the Applicable Margin; or (b) Term SOFR plus the Applicable Margin. “Applicable Margin” means (i) with respect to loans under the Term Loan A Credit Facility, as determined based on the Company’s “Total Net Leverage Ratio” (to be defined substantially identical to corresponding term in the Existing Company Credit Agreement) as set forth in the grid below and (ii) with respect to loans under the Term Loan B Credit Facility that are (x) Term SOFR loans, 2.25% and (y) Base Rate loans, 1.25%

	Total Net Leverage Ratio	Term Loan A Credit Facility

		Applicable Margin for Term SOFR Loans	Applicable Margin for Base Rate Loans

	Greater than 2.25 to 1.00	1.75%	0.75%

	Less than or equal to 2.25 to 1.00 but greater than 1.75 to 1.00	1.50%	0.50%

	Less than or equal to 1.75 to 1.00	1.25%	0.25%

As used herein, “Base Rate” and “Term SOFR” shall be defined in a manner consistent with MSSF’s customary practice, with a “floor” of 0.00% for Term SOFR; provided that neither “Base Rate” nor “Term SOFR” shall include any credit spread adjustment.

Default Interest:	Upon the occurrence and during the continuance of a payment default, interest on amounts not paid when due will accrue at a rate of (a) in the case of principal of any loans, 2% above the rate otherwise applicable thereto or (b) in the case of any other amount, 2% above the rate applicable to Base Rate loans, with such interest being payable on demand.

Interest Payments:	Quarterly for loans bearing interest based upon the Base Rate; on the last day of each applicable interest period (which will be one, three or six months (or such shorter or longer period as shall have been consented to by each Lender)) for loans bearing interest based upon Term SOFR, provided that interest payments shall be due at the end of every three months in the case of interest periods of longer than three months; on the Maturity Date; and upon each mandatory or voluntary prepayment on the principal amount prepaid, in each case payable in arrears and computed on the basis of a 360-day year (a 365/366-day year with respect to Base Rate loans determined on the basis of the prime rate).

Funding Protection and Taxes:	Customary for transactions of this type and subject to the Documentation Principles.

Voluntary Prepayments and Commitment Reductions:	Subject to the immediately following paragraph, each Term Facility may be prepaid in whole or in part without premium or penalty upon same business day’s (or, in the case of a prepayment of loans bearing interest based upon Term SOFR, three business days’) prior written notice. The commitments under the Term Facilities may be terminated in whole or in part by the Company at any time without penalty. Any optional prepayment of any Term Facility will be applied to the remaining scheduled amortization payments thereof as directed by the Borrower. In the case of (a) any optional prepayment of loans under the Term Loan B Credit Facility with the proceeds of, or any exchange of loans under the Term Loan B Credit Facility into, any new or replacement U.S. dollar-denominated floating rate broadly syndicated pari passu secured term loan “B” credit facility having a lower all-in-yield than the all-in-yield of the Term Loan B Credit Facility or (b) any “repricing” amendment (and any mandatory assignment by a Lender in connection therewith) of the Term Loan B Credit Facility which reduces the all-in-yield applicable to the Term Loan B Credit Facility, in each case prior to the date that is 6 months after the Closing Date and where the primary purpose (as determined by the Borrower in good faith) of such prepayment, exchange or amendment is to reduce (and which does in fact so reduce) the all-in-yield of the Term Loan B Credit Facility, the Borrower shall pay a 1.00% prepayment fee with respect to any loans under the Term Loan B Credit Facility so prepaid, exchanged or amended (or mandatorily assigned); provided that no such fee shall be payable in connection with any transaction that would, if consummated, constitute (i) a change of control, (ii) a material disposition or a material acquisition or other similar material investment or (iii) any other transaction not otherwise permitted by the Facility Documentation.

Representations and Warranties:	Subject to the Documentation Principles, the Limited Conditionality Provision and consistent with the Existing Company Credit Agreement, consisting solely of the following representations which shall be with respect to the Company and its restricted subsidiaries (including the Acquired Business): (i) organization, powers, subsidiaries; (ii) authorization, enforceability; (iii) governmental approvals, no conflicts; (iv) financial statements, financial condition, no material adverse change; (v) properties; (vi) litigation and environmental matters; (vii) compliance with laws; (viii) Investment Company Act status; (ix) taxes; (x) ERISA; (xi) disclosure; (xii) Federal Reserve Regulations; (xiii) security interests; (xiv) USA PATRIOT Act; (xv) anti-corruption laws and sanctions; (xvi) insurance; (xvii) no default; (xviii) EEA financial institutions; (xix) plan assets, prohibited transactions; (xx) intellectual property, data security; (xxi) Outbound Investment Rules (limited to a representation that neither the Company nor any of its restricted subsidiaries currently engages, or has any present intention to engage in the future, directly or indirectly, in any activity that would cause the Administrative Agent or any Lender to be in violation of the Outbound Investment Rules or cause the Administrative Agent or any Lender to be legally prohibited by the Outbound Investment Rules from performing under the Facility Documentation); and (xxii) solvency of the Company and its subsidiaries, on a consolidated basis, on the Closing Date after giving effect to the Transactions (such representation and warranty to be consistent with the solvency certificate in the form set forth in Annex I to Exhibit B).

Conditions Precedent to Borrowing:	The several obligation of each Lender to make loans under the Term Facilities on the Closing Date will be subject solely to the satisfaction of the conditions set forth in Exhibit B.

Affirmative Covenants:	Subject to the Documentation Principles and consistent with the Existing Company Credit Agreement, the Facility Documentation will include only the following affirmative covenants with respect to the Company and, if applicable, its restricted subsidiaries or material subsidiaries: (i) financial statements and other information; (ii) notices of material events; (iii) existence, conduct of business; (iv) payment of taxes; (v) maintenance of properties, insurance; (vi) books and records, inspection rights; (vii) compliance with laws; (viii) use of proceeds; (ix) further assurances, additional security and guarantees; and (x) designation of subsidiaries.

Negative Covenants:	Subject to the Documentation Principles and consistent with the Existing Company Credit Agreement, the Facility Documentation will include only the following negative covenants with respect to the Company and, if applicable, its restricted subsidiaries or material subsidiaries: (i) indebtedness; (ii) liens; (iii) restricted payments; (iv) transactions with affiliates; (vi) dispositions; (vii) changes in fiscal year, accounting standards, lines of business; (viii) fundamental changes; (ix) amendments of junior financings; (x) amendments to organizational documents; (xi) burdensome agreements; (xii) negative pledge clauses; (xiii) clauses restricting subsidiary distributions; and (xiv) suspension of certain covenants on achievement of investment grade status.

Financial Covenant:	With respect to the Term Loan A Credit Facility, a maximum Total Net Leverage Ratio of 4.00 to 1.00 to be tested at the end of each quarter (subject to the Documentation Principles, with financial definitions and “Step-Ups” during “Increase Periods” to be consistent with the Existing Company Credit Agreement). With respect to the Term Loan B Credit Facility, none.

Events of Default:	Subject to the Documentation Principles and consistent with the Existing Company Credit Agreement, the Facility Documentation will include only the following events of default (and, as appropriate, grace periods, in each case with materiality qualifiers, limitations and exceptions consistent with the Documentation Principles) with respect to the Company and, if applicable, its restricted subsidiaries or material subsidiaries: failure to make payments when due (subject to, other than in the case of principal, grace periods consistent with the Existing Company Credit Agreement); noncompliance with covenants (subject to, in the case of certain affirmative covenants consistent with the Existing Company Credit Agreement, a 30 day grace period); representations and warranties materially incorrect when made or deemed made; cross-defaults to material indebtedness and material swap contracts; bankruptcy or insolvency proceedings; inability to pay debts; attachment; material monetary judgment defaults; certain ERISA events; invalidity of loan documents; and change of control.

Assignments and Participations:	Subject to the Documentation Principles, the Lenders may assign all or, in an amount of not less than $5,000,000, any part of their respective commitments and loans under either Term Facility, to their affiliates or one or more banks, financial institutions or other persons that are eligible assignees (to exclude any Disqualified Lender), subject to the prior written consent (each such consent not to be unreasonably withheld, conditioned or delayed) of (a) the Administrative Agent and (b) the Company, except that no consent of the Company shall be required after the Closing Date solely during the continuance of a payment or bankruptcy event of default; provided that such bank, financial institution or other person shall be deemed acceptable to the Company if the Company does not otherwise notify the Administrative Agent of its objection to such bank, financial institution or other person within 10 business days after receiving written notice thereof; provided, further, that assignments made to another Lender, an approved fund of a Lender or an affiliate of a Lender will not be subject to the above minimum assignment amount and consent requirements. The Lenders will also have the right to sell participations, subject only to customary limitations on voting rights and the Documentation Principles, in their respective shares of the loans made under the Bridge Facility.

Amendments and Required Lenders:	Subject to the Documentation Principles, no amendment, modification or waiver of any provision of the Credit Agreement (including a waiver of any condition to the funding of the Term Facilities), will be effective without the written approval of Lenders holding more than 50.0% of the aggregate amount of outstanding loans or unused commitments under the Term Facilities (the “Required Lenders”); provided that (a) the consent of each Lender directly adversely affected thereby will be required with respect to (i) reductions in the amount of principal of any loan, (ii) reductions in interest rates or fees or extensions of the scheduled dates for payment thereof, (iii) increases in the amounts or extensions of the scheduled expiration date of the Lenders’ commitments, (iv) amendments to any “waterfall” or application of proceeds provisions, the pro rata sharing provisions or any provisions of the Facility Documentation requiring the ratable sharing of payments of Lenders and (v) amendments to the Facility Documentation to contractually subordinate (1) the liens on all or substantially all of the Collateral to any other lien on such Collateral securing any other indebtedness for borrowed money and/or (2) any of the obligations in right of payment to any other indebtedness for borrowed money and (b) the consent of 100% of the Lenders will be required with respect to (i) reductions of any of the voting percentages and (ii) release all or substantially all of the guarantees or all or substantially all of the Collateral; provided that no amendment or waiver shall amend, modify or otherwise affect the rights or duties of the Administrative Agent without the prior written consent of the Administrative Agent. Notwithstanding the foregoing, any amendments or waivers that adversely affect lenders in one Term Facility differently than lenders in the other Term Facility will require the approval of the lenders holding the majority of loans or commitments under the Term Facility which is adversely and differently affected thereby.

Indemnity and Expenses:	Usual and customary for a facility of this type, subject to the Documentation Principles.

Governing Law and Jurisdiction:	The Credit Agreement will provide that the parties thereto will submit to the exclusive jurisdiction and venue of the federal and state courts sitting in the County and State of New York and will waive any right to trial by jury. New York law will govern the Credit Agreement; provided, however, that (a) the determination of the accuracy of any Acquisition Agreement Representation and whether the Company or its applicable subsidiary has the right to terminate the Company’s or such subsidiary’s obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of any inaccuracy of any Acquisition Agreement Representation and (b) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement shall, in each case, be interpreted, construed and governed in all respects by and in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable conflicts of law principles.

EU/UK Bail-in Provisions:	Subject to the Documentation Principles, the Facility Documentation will contain customary EU and UK bail-in provisions.

Counsel to the Arranger and the Administrative Agent:	Davis Polk & Wardwell LLP.