Crucial 2012 Annual Report Download - page 120

[*] 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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disclosure and non-use obligations of Micron and its Subsidiaries and their respective Representatives (as
defined in the Confidentiality Agreement) under the Confidentiality Agreement in respect of information
relating to the Company and its Subsidiaries shall terminate at the Closing. After the Closing, such
information shall be deemed Confidential Information of Micron and, accordingly, Powerchip shall be
subject to all restrictions under the Confidentiality Agreement with respect thereto. If this Agreement is,
for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue
in full force and effect in all respects.
(b) Notwithstanding Section 5.5(a), Micron, Buyer and Powerchip are each hereby
permitted to disclose Confidential Information to (i) Elpida and its representatives, including the trustees,
the Reorganization Court and the Examiner under Elpida's corporate reorganization proceedings and (ii)
the Company and its representatives, in each case of (i) and (ii) on a need to know basis in order for such
Persons to evaluate and consummate the transactions contemplated hereby and by the Sponsor Agreement;
provided, however, that neither Micron nor Buyer shall disclose to Elpida, the Company or their
respective representatives the purchase price to be paid by Buyer or the Permitted Designee, as the case
may be, for the Unencumbered Sellers' Shares unless (x) such purchase price has been disclosed by any
Seller to any such Person or publicly or (y) such purchase price has been disclosed publicly by Micron if
such disclosure is not in contravention of this Agreement; provided further that any such recipients of
Confidential Information shall be subject to confidentiality and non-use obligations to the disclosing party
that are at least as restrictive as those set forth in the Confidentiality Agreement.
5.6 Expenses. Except as otherwise provided herein, Micron, Buyer and each Seller shall bear
their respective fees, expenses and taxes incurred in connection with the negotiation, preparation,
execution, delivery and performance of this Agreement and the transactions contemplated hereby.
5.7 Publicity. Promptly following the execution and delivery of this Agreement by each of the
parties, Micron and Powerchip shall each issue a press release in the forms previously agreed between
them. Except as may be required by Law or by rules of any applicable stock exchange, the parties hereto
agree that no further publicity release or announcement concerning this Agreement and the transactions
contemplated hereby shall be made without advance consultation between Micron and Powerchip (except
to the extent that compliance with this requirement would result in a violation of applicable Law), and
prior to making such release or announcement, the announcing party will deliver a draft of such release or
announcement to the other parties as well as Elpida and shall give the other parties and Elpida reasonable
opportunity to comment thereon.
5.8 Required Approvals and Consents.
(a) Between the date hereof and the Closing Date, each of the parties agrees to
cooperate with the other parties and to use its reasonable best efforts to obtain as promptly as practicable
any authorizations or approvals of, and to make all required notices and filings with, Governmental
Authorities required for the consummation of the transactions contemplated by this Agreement, including
those required to be obtained under Antitrust Laws (the “Regulatory Approvals”). Each of the parties
agrees to cooperate with the other parties and to use its reasonable