Crucial 2012 Annual Report Download - page 117

[*] 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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ARTICLE V
COVENANTS AND AGREEMENTS
5.1 Voting of Shares. Between the date of this Agreement and the Closing Date, except as
expressly contemplated by this Agreement or otherwise agreed to in writing by Micron, the Sellers shall
not:
(a) vote the Sellers' Shares in favor of the amendment of, or otherwise permit the
Company to amend (to the extent reasonably practicable through the exercise of such rights), the
Company's articles of incorporation or other organizational documents;
(b) resolve on any increase in the paid-in capital of the Company;
(c) vote the Sellers' Shares to approve or otherwise permit (to the extent reasonably
practicable through the exercise of such rights) the declaration, setting aside or payment of any dividend
or other distribution on or in respect of, or any subdivision, combination or reclassification in respect of,
the Company Shares or other securities of the Company; or
(d) grant any proxies or powers of attorney with respect to the Sellers' Shares, deposit
any Sellers' Shares into a voting trust or enter into any Contract with respect to the voting of any Sellers'
Shares.
5.2 Conduct of Business. Between the date of this Agreement and the Closing Date, except as
expressly contemplated by this Agreement or otherwise agreed to in writing by Micron, the Sellers shall
not exert their influence, through the voting of Company securities or otherwise, to cause the Company to
take any of the following actions:
(a) operate the business of the Company other than in the ordinary course of business
consistent with past practice or fail to maintain all of the facilities, assets and properties of the Company in
their condition as of the date hereof, normal wear and tear excepted;
(b) (i) disrupt the Company's business organizations, (ii) terminate the services of the
Company's present employees and other service providers or (iii) terminate the Company's present
relationships with its material vendors, suppliers and customers and other Persons having business
relationships with it;
(c) (i) make, solicit, encourage, cooperate with or facilitate (by way of furnishing
information or otherwise) any inquiries or proposals for, or take any steps to effect, the acquisition of the
stock, assets or business of the Company or (ii) acquire or dispose of any material assets, properties or
interests, in each case other than (x) in the ordinary course of business consistent with past practice or (y)
as expressly contemplated by this Agreement or the Sponsor Agreement;