Netgear 2012 Annual Report Download - page 184

therewith in a manner that would be adverse to Buyers, as determined by Buyers acting reasonably and in good faith.
(vi) Required Permits .
(A) Each Transferred Permit set forth on Schedule 4.3(b)(vi)(A)
shall have been transferred and
delivered to, and shall inure to the benefit of, Buyers, and Sellers shall have provided evidence of the transfer of each
such Transferred Permit in form and substance reasonably satisfactory to Buyers.
(B) Each Permit set forth on Schedule 4.3(b)(vi)(B)
shall have been obtained by Buyers so as to
enable Buyers to own and operate the AirCard Business on the Closing Date after the Closing in the same manner in
which Sellers operated the AirCard Business on the date hereof and on the Closing Date before the Closing.
(vii) Offered Employees
. At least 85% of the Offered Employees (excluding for this purpose the Key
Employees) and at least sixteen (16) of the nineteen (19) Offered Employees identified with a double asterisk on Section 5.15
(a)(i) of the Sellers Disclosure Schedule shall (A) be employees or independent contractors of Sellers (or one of Sellers’
Subsidiaries) immediately prior to the Closing, (B) have accepted offers in writing of employment or service with Buyers (or
any of Buyers’
Subsidiaries) effective as of the Closing, which accepted offers of employment or service shall not have been
repudiated or otherwise rejected by such employee or independent contractor, and (C) not have notified Sellers (or any of
Sellers’ Subsidiaries) or Buyers (or any of Buyers’
Subsidiaries) that such Person will leave the employ or service of Buyers (or
any of Buyers’ Subsidiaries) shortly after Closing; provided that
, in the event Buyers do not make written offers to one or more
Offered Employees (excluding for this purpose the Key Employees) on the terms set forth in Article 9
, or following the
acceptance of a written offer of employment or service by an Offered Employee (excluding for this purpose the Key
Employees), Buyer (or any of its Subsidiaries) amends or withdraws such offer of employment or service in any respect, the
applicable Offered Employees shall nevertheless be deemed to have accepted offers of employment or service with Buyers and
shall be included in the calculation above.
(viii) Key Employees . Each of the Key Employees shall (A) be employees of Sellers (or one of Sellers’
Subsidiaries) immediately prior to the Closing, (B) not have notified Sellers (or any of Sellers’
Subsidiaries) or Buyers (or any
of Buyers’ Subsidiaries) that such Person will leave the employ of Buyers (or any of Buyers’
Subsidiaries) shortly after the
Closing Date, and (C) not have repudiated or otherwise rejected such Key Employee’
s Employment Offer Letter or Key
Employee Non-Competition Agreement or any term thereof.
(ix) Financial Statements . If US Buyer is required to file with the SEC any Carve-
Out Financial Statements,
Sellers shall have delivered to Buyers a copy of such Carve-
Out Financial Statements, in form and substance reasonably
satisfactory to Buyers and which otherwise satisfy the requirements of Section 8.11(a) .
(x) Third Party Arrangements .
(A)
Buyers shall have entered into written Contracts with the Persons identified with an asterisk on
Section 5.13(a)
of the Sellers Disclosure Schedule or Sellers shall have agreed to provide alternative arrangements to
Buyers and their Subsidiaries in lieu of such written Contracts (pursuant to any of the other Transaction Agreements or
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