Crucial 2012 Annual Report Download - page 111

[*] 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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or the Permitted Designee, if any, shall purchase from each of the Sellers, all of the Unencumbered Sellers'
Shares owned by each such Seller as of immediately prior to the Closing at a price per share equal to NT
$14.03 in cash (the “Consideration”), in each case to be paid in accordance with Section 2.3.
2.2 Closing; Closing Date. The closing of the Share Purchase (the “Closing”) shall take place
at the offices of Jones Day (Taipei), located at 8F, 2 Tun Hwa S. Road, Sec. 2 Taipei 106, Taiwan, ROC at
9:00 a.m. local time, on the first day on which the conditions to Closing set forth in Article VI have been
satisfied or (if permissible) waived, or such other time or date as the parties may mutually agree. The
parties acknowledge their intent to effectuate the Closing concurrent with, and conditioned upon the
occurrence of, the Sponsor Agreement Closing. The date upon which the Closing occurs is referred to
herein as the “Closing Date” and the Closing shall be deemed to have occurred at 12:01 a.m. (local time)
on the Closing Date.
2.3 Deliveries At Closing. At the Closing:
(a) if the Unencumbered Sellers' Shares are physically issued in certificated form, the
Sellers shall (1) cause representatives of Participating Lienholders to bring all share certificates of the
Unencumbered Sellers' Shares they hold, having duly endorsed on the back to cancel any and all Liens
thereon, to the stock transfer agent of the Company (“Stock Transfer Agent”) for verification and counting
by the Stock Transfer Agent as well as by Buyer's representatives, and (2) further deliver or cause to be
delivered to Buyer or the Permitted Designee, as the case may be, all share certificates representing the
Unencumbered Sellers' Shares duly endorsed on the back in blank for transfer and free and clear of any
Liens, and accompanied by the proper stock transfer application submitted to the Company duly
completed and executed by each Seller for registering on the Company's shareholders register the transfer
of the Unencumbered Shares to Buyer or the Permitted Designee, as the case may be;
(b) Powerchip shall deliver a copy of an extract from the Company's shareholders
register showing Buyer or the Permitted Designee, as the case may be, as a shareholder of the Company
holding the number of Unencumbered Sellers' Shares;
(c) the Sellers shall take such other actions as may be required under the Laws of the
ROC and other applicable Laws to register the Unencumbered Sellers' Shares in the name of Buyer or the
Permitted Designee, as the case may be;
(d) Buyer or the Permitted Designee, as the case may be, shall deliver or cause to be
delivered: (1) to the trust account under Powerchip's name controlled by the syndicated bank lenders
(which Powerchip shall inform Buyer or the Permitted Designee, as the case may be, at least two (2)
Business Days prior to the Closing Date) the portion of the Consideration less the applicable ROC
securities transaction tax for the Unencumbered Sellers' Shares sold by Powerchip, Li-Hsin Investment
Co., Ltd. and Quantum Vision Corporation, by wire transfer of immediately available funds in New
Taiwan Dollars, and (2) to Maxchip Electronics Corporation and Dr. Frank Huang their respective portion
of the Consideration less the applicable ROC securities transaction tax for the Unencumbered Sellers'
Shares sold by such Sellers by wire transfer of immediately