Crucial 2012 Annual Report Download - page 124

[*] 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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applicable Laws, causing the Seller's representatives on the board of directors of the Company to approve
such matters (or, if such Seller is on the board of directors of the Company, to approve such matters), and
voting its Company Shares in favor of such matters.
5.16 [*]
ARTICLE VI
CONDITIONS PRECEDENT TO THE OBLIGATION OF THE PARTIES TO CLOSE
6.1 Mutual Conditions. The obligation of Buyer and the Sellers to consummate the Share
Purchase at the Closing is subject to the fulfillment on or prior to the Closing Date of the following
conditions, any of which may be waived by Micron and Powerchip:
(a) No Laws or Orders. No Governmental Authority shall have enacted, issued or
enforced any Law or Order which is in effect on the Closing Date and has or would have the effect of
prohibiting, enjoining or restraining the consummation of the transactions contemplated by this Agreement
or otherwise making such transactions illegal.
(b) Regulatory Approvals. All Regulatory Approvals required under applicable Laws
for the consummation of the Share Purchase shall have been obtained or made, and each such approval
and filing shall be in full force and effect, any waiting period (or extensions thereof) applicable to the
transactions contemplated by this Agreement under the HSR Act, the ROC Fair Trade Law, or other
similar Laws of relevant jurisdictions shall have expired or been terminated and the foreign investment
approvals of the Investment Commission and, if applicable, filings with the Securities and Futures Bureau
shall have been obtained and made.
(c) Sponsor Agreement Closing. The Sponsor Agreement Closing shall have occurred
prior to, or shall occur concurrent with, the Closing.
6.2 Conditions to Buyer's Obligations. The obligation of Buyer to consummate the Share
Purchase at the Closing is further subject to the fulfillment on or prior to the Closing Date of the following
conditions, any of which may be waived in whole or in part by Micron in its sole discretion:
(a) Accuracy of Representations and Warranties. The representations and warranties of
each Seller shall have been true and correct in all material respects when made and shall be true and
correct in all material respects at the Closing as if made at the Closing (except for any representations and
warranties that are expressly made as of a specific date, which shall be true and correct in all material
respects as of such date).