Crucial 2012 Annual Report Download - page 112

[*] 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.
-8-
available funds in New Taiwan Dollars to the bank account or accounts designated at least two (2)
Business Days prior to the Closing Date by such Seller in writing to Buyer or the Permitted Designee, as
the case may be; and
(e) the Sellers shall deliver or cause to be delivered to Buyer or the Permitted Designee,
as the case may be, reasonably satisfactory evidence that each of the Participating Lienholder who is not a
bank has received an amount, from the Consideration paid into the trust account described in paragraph
(d) above, equal to the full amount of the then outstanding debt (including all remaining balances on
principal, interests, default interests and/or penalties) owed by Powerchip or such other Seller under the
instruments governing the Lien over such Seller's Shares held by such Participating Lienholder
immediately prior to the Closing.
2.4 Adjustments. If the Company shall, at any time and from time to time on or before the
Closing Date, issue dividends or make distributions on Company Shares payable in Company Shares, or
subdivide or reclassify outstanding Company Shares into a greater number of Company Shares, then the
per share Consideration shall be proportionally decreased, and conversely, if the Company shall, at any
time or from time to time on or before the Closing Date, combine or reclassify outstanding Company
Shares into a smaller number of Company Shares, then the per share Consideration for the Unencumbered
Sellers' Shares shall be proportionally increased. Upon the occurrence of any event that would require
such an adjustment, or any other similar corporate event impacting the Company Shares, the parties shall
make such other amendments or modifications to this Agreement to take into account in an equitable
manner the occurrence of such event.
2.5 Agreement with Stock Transfer Agent. Prior to the Closing, Powerchip and Buyer or the
Permitted Designee, as the case may be, will discuss and enter into an agreement with the Stock Transfer
Agent on terms reasonably satisfactory to Powerchip and Micron whereby the Stock Transfer Agent
undertakes to hold in custody all physical share certificates of the Sellers' Shares for the duration of the
Closing and to immediately release and deliver all such share certificates to Buyer or the Permitted
Designee, as the case may be, upon Buyer or the Permitted Designee delivering to the Stock Transfer
Agent a copy of a wire transfer record of transfers made pursuant to Section 2.3(d). Fees and expenses
charged by the Stock Transfer Agent shall be borne equally by Powerchip and Buyer or the Permitted
Designee, as the case may be.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers hereby represent and warrant to Micron and Buyer, subject to such exceptions as are
specifically disclosed in the disclosure letter delivered by the Sellers to Micron and Buyer and dated as of
the date hereof (the “Sellers' Disclosure Letter”) (which Sellers' Disclosure Letter shall be arranged in
sections and subsections corresponding to the numbered and lettered sections and