Motorola Solutions, Inc. MSI

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Can I change my mind after I have tendered shares in the tender offer? Yes. You may withdraw any shares you have tendered at any...

expiry = 2015-09-03...to Purchase for Cash Up to $2,000,000,000 of its Common Stock At a Purchase Price Not Less Than $61.00 and Not More Than $66.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON SEPTEMBER 3, 2015, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Motorola Solutions, Inc., a Delaware corporation (“MSI,” the “Company,” “we,” “us,” or “our”), hereby offers to purchase for cash up to $2.0 billion of shares of its issued and outstanding...

listed = True...ock subject to applicable legal and regulatory requirements. See Section 1. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our shares are listed and traded on the New York Stock Exchange (“NYSE”) and the Chicago Stock Exchange (“CHX”) under the trading symbol “MSI.” On August 4, 2015, the last trading day prior to the announcement of the tender offer, the last reported sale price of the shares on the NYSE was $60.22 per share. You are urged to obtain current market quotations for the shares. See Section 8. Neither the Securitie...

mechanism = DUTCH...where you will find a more complete discussion. Who is offering to purchase my shares? We (Motorola Solutions, Inc.) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified “Dutch auction.” We are offering to purchase up to $2.0 billion of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided herein) of not less than $61.00 and not more than $66.50 per share, less any applicable withholding taxes and without interest, for each share we purchase pursuant...

mechanism = DUTCH...)(K) Exhibit (a)(5)(K) Motorola Solutions Announces Final Results of $2 Billion Tender Offer Company Will Acquire 30,075,146 Shares at $66.50 Per Share SCHAUMBURG, Ill. – Sept. 10, 2015 – Motorola Solutions (NYSE: MSI) announced today the final results of its modified “Dutch Auction” tender offer, which expired at midnight, Eastern Daylight time, at the end of the day on Thursday, Sept. 3, 2015. Based on the final count by the depositary for the tender offer, Motorola Solutions accepted for payment an aggregate of 30,075,146 shares at a purchase price of $66.50 per share. Because the number of shares tendered at or...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the expiration of...

no_priority = True...HOLDERS (AS DEFINED IN SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...

price = USD 61.0-66.5...X-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) MOTOROLA SOLUTIONS, INC. Offer to Purchase for Cash Up to $2,000,000,000 of its Common Stock At a Purchase Price Not Less Than $61.00 and Not More Than $66.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON SEPTEMBER 3, 2015, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Motorola...

price = USD 61.0-66.5...to Purchase dated Aug. 7, 2015, and the related Letter of Transmittal, in which the company offered to purchase up to $2 billion of shares of its common stock at a price per share not less than $61.00 and not greater than $66.50, which documents were filed with the Securities and Exchange Commission on Aug. 7, 2015. Motorola Solutions may purchase additional shares in the future in the open market subject to market conditions and private transa...

priority_conflicting = True...and shares having an aggregate purchase price in excess of $2.0 billion, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not...

threshold = 100...rchase price in excess of $2.0 billion, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not properl...

txn_type = CONSOLIDATION...agreement”). Under his employment agreement, in August 2008, Mr. Brown was granted 138,835 RSUs, 552,521 stock options and 134,297 stock appreciation rights (as adjusted for the separation of Motorola Mobility Holdings, Inc. in 2011 and the resulting 1-for-7 reverse stock split). Each of these contract awards vested ratably in three equal annual installments, on July 31, 2009, 2010 and 2011. Pursuant to the employment agreement, Separation Event Stock Options worth $8,333,333 and Separation Event Restricted Stock worth $4,166,667 were to be granted following the successful Separation of the Mobile Devices busin...

txn_type = TENDER_OFFER...r, after giving effect to the priority for “odd lots,” was approximately 95 percent. The depositary will promptly pay for all the shares accepted for purchase and will return all other shares tendered. The tender offer was made pursuant to Motorola Solutions’ Offer to Purchase dated Aug. 7, 2015, and the related Letter of Transmittal, in which the company offered to purchase up to $2 billion of shares of its common stock at a price per share not less than $61.00 and not greater than $66.50, which documents were filed with the Securities and Exchange Commission on Aug. 7, 2015. Motorola Solutions may purchase a...