Crucial 2012 Annual Report Download - page 103

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[*] Certain information in this document has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS; RULES OF INTERPRETATION 1
1.1 Defined Terms 2
1.2 Interpretation 6
ARTICLE II PURCHASE AND SALE OF SHARES; PURCHASE PRICE 6
2.1 Sale and Purchase of Shares 6
2.2 Closing; Closing Date 7
2.3 Deliveries At Closing 7
2.4 Adjustments 8
2.5 Agreement with Stock Transfer Agent 8
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS 8
3.1 Due Organization 9
3.2 Title to the Shares 9
3.3 Authority and Enforceability 9
3.4 Noncontravention 9
3.5 Contracts and Relationships 10
3.6 Brokers 10
3.7 Legal Proceedings and Orders 10
3.8 Absence of Claims 10
3.9 Solvency 11
3.10 Consideration 11
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MICRON AND BUYER 11
4.1 Due Incorporation and Authority 11
4.2 Authority and Enforceability 11
4.3 Noncontravention 12
4.4 Brokers 12
4.5 Legal Proceedings and Orders 12
4.6 Financial Ability 12
ARTICLE V COVENANTS AND AGREEMENTS 13
5.1 Voting of Shares 13
5.2 Conduct of Business 13
5.3 No Transfer or Acquisition of Shares. 14
5.4 Existing Liens on Sellers' Shares 15
5.5 Confidentiality 15
5.6 Expenses 16