Crucial 2012 Annual Report Download - page 109

[*] 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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“Reorganization Court” means the court presiding over the corporate reorganization proceedings
of Elpida and Akita in Japan.
“ROC” has the meaning set forth in the Preamble.
“Securities and Futures Bureau” means the Securities and Futures Bureau of the Financial
Supervisory Commission Executive Yuan of the ROC.
“Seller” or “Sellers” has the meaning set forth in the Preamble.
“Sellers' Disclosure Letter” has the meaning set forth in the first paragraph of Article III.
“Sellers' Shares” means all Company Shares owned by each of the Sellers as of the date of this
Agreement, which are set forth opposite each Seller's name on Schedule 1 hereto, and all securities
received as a result of a stock dividend, distribution, subdivision or reclassification in respect of the
Sellers' Shares.
“Share Purchase” has the meaning set forth in the Recitals.
“Solvent” means, with respect to a particular date and with respect to any Person, that on such
date, (a) the value of the assets of the Person at “fair saleable value” will exceed the sum of (i) the value of
all “liabilities of such Person (including a reasonable estimate of contingent liabilities)” as of such date, as
such quoted terms are generally determined in accordance with applicable Laws governing determinations
of the insolvency of debtors, and (ii) the amount that will be required to pay the probable liabilities
(including a reasonable estimate of contingent liabilities) of such Person, as of such date, on its existing
debts as such debts become absolute and mature, (b) such Person will be able to pay its liabilities
(including a reasonable estimate of contingent liabilities) as such liabilities mature and (c) such Person
will not have an unreasonably small amount of capital with which to conduct the business in which it is
engaged or proposed to be engaged immediately following such date. For purposes of this definition, “not
have an unreasonably small amount of capital with which to conduct the business in which it is engaged or
proposed to be engaged immediately following such date” and “able to pay its liabilities (including a
reasonable estimate of contingent liabilities) as such liabilities mature” means that such Person will be
able to generate enough cash from operations, asset dispositions or refinancings, or a combination thereof,
to meet its obligations as they become due.
“Sponsor Agreement” means that certain Sponsor Agreement, dated as of the date hereof and as
the same may be amended from time to time, by and among Micron and Nobuaki Kobayashi and Yukio
Sakamoto as trustees for Elpida and Akita.
“Sponsor Agreement Closing” means the closing of Micron's acquisition of Elpida in accordance
with the terms and conditions of the Sponsor Agreement.
“Standstill Agreement” has the meaning set forth in the Recitals.