Crucial 2012 Annual Report Download - page 106

[*] 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.
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1.1 Defined Terms. For all purposes of this Agreement, the following terms shall have the
respective meanings set forth in this Section 1.1:
“Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under
common control with such Person. The term “control” (including, with correlative meaning, the terms
“controlled by” and “under common control with”), as applied to any Person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting or other securities, by contract or otherwise. For
purposes of this Agreement, the Company shall be deemed to be an Affiliate of Elpida and, following the
Sponsor Agreement Closing, Elpida shall be deemed an Affiliate of Micron.
“Agreement” has the meaning set forth in the Preamble.
“Akita” has the meaning set forth in the Preamble.
“Antitrust Laws” shall mean all Laws designed to prohibit, restrict or regulate actions for the
purpose or effect of monopolization or restraint of trade.
“Business Day” means a day other than Saturday, Sunday or any day on which banks located in
New York, New York and Taipei, Taiwan are authorized or obligated by Law to close.
“Buyer” has the meaning set forth in the Preamble.
“Closing” has the meaning set forth in Section 2.2.
“Closing Date” has the meaning set forth in Section 2.2.
“Company” has the meaning set forth in the Preamble.
“Company Shares” means shares of the Company's common stock with a par value of NT$10 per
share.
“Confidential Information” has the meaning ascribed to such term in the Confidentiality
Agreement.
“Confidentiality Agreement” means the Mutual Nondisclosure Agreement dated February 9, 2011
between Micron and Powerchip.
“Consideration” has the meaning set forth in Section 2.1.
“Contracts” means all agreements, contracts, indentures, deeds and other legally binding
instruments of any kind.
“Elpida” has the meaning set forth in the Recitals.