Crucial 2012 Annual Report Download - page 110

[*] 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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“Standstill Period” has the meaning ascribed to such term in the Standstill Agreement.
“Stock Transfer Agent” has the meaning set forth in Section 2.3(a).
“Subsidiary” means, in relation to any Person, any corporation or other entity of which the
securities or other ownership interests having ordinary voting power to elect a majority of the board of
directors or other Persons performing similar functions are owned directly or indirectly by such Person.
“Unencumbered Sellers' Shares” means all Sellers' Shares that are not subject to any Liens as of
immediately prior to the Closing, including any such shares where the holder of Liens with respect to such
shares agrees to release, and does in fact release, such Liens at the Closing.
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1.2 Interpretation. All pronouns and any variations thereof refer to the masculine, feminine or
neuter, singular or plural, as the context may require. All terms defined in this Agreement in their singular
or plural forms have correlative meanings when used herein in their plural or singular forms, respectively.
Unless otherwise expressly provided, the words “include,” “includes” and “including” do not limit the
preceding words or terms and shall be deemed to be followed by the words “without limitation.” Any
Law defined or referred to herein (or in any agreement or instrument that is referred to herein) means such
Law as, from time to time, it may be amended, modified or supplemented, including by succession of
comparable successor statutes. All references in this Agreement to Articles, Sections, Exhibits and
Schedules shall be deemed references to such parts of this Agreement, unless the context shall otherwise
require. All references in this Agreement to “NT$” shall mean New Taiwan Dollars and all references in
this Agreement to “US$” shall mean United States Dollars. The Article and Section headings in this
Agreement are for reference only and shall not affect the interpretation of this Agreement. In the event
that any action is required to be taken pursuant to this Agreement falls on a date that is not a Business Day,
such date shall be deemed extended to the next Business Day.
ARTICLE II
PURCHASE AND SALE OF SHARES; PURCHASE PRICE
2.1 Sale and Purchase of Shares. At the Closing provided for in Section 2.2, upon the terms
and subject to the conditions of this Agreement, each of the Sellers shall sell, transfer, assign, convey and
deliver to Buyer or the Permitted Designee, if any, free and clear of all Liens, and Buyer