Crucial 2012 Annual Report Download - page 113

[*] 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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subsections contained in this Article III, with the disclosure in any section or subsection of the Sellers'
Disclosure Letter qualifying only the corresponding section or subsection in this Article III and such other
sections or subsections in this Article III where the relevance of such disclosure to such section or
subsection is reasonably apparent on its face), as follows:
3.1 Due Organization. Each entity Seller is a corporation or other legal entity duly organized,
validly existing and in good standing (to the extent such concept is applicable in such jurisdiction) under
the Laws of its jurisdiction of organization, which is indicated opposite such Seller's name on Schedule 1
hereto. Each entity Seller has the requisite power and authority to own, lease and operate its properties
and to carry on its business as currently conducted.
3.2 Title to the Shares. Each Seller is the sole record and beneficial owner of the Company
Shares set forth opposite such Seller's name on Schedule 1 hereto, and has good and valid title to such
shares, free and clear of all Liens except those Liens listed in Section 3.2 of the Sellers' Disclosure Letter.
No Seller owns any Company Shares other than those set forth opposite such Seller's name on Schedule 1
hereto, or holds any rights, options or warrants to acquire any Company Shares (including any rights to
repurchase any Company Shares previously transferred by such Seller to any other Person), other than
statutory preemptive rights. None of the Sellers has granted any options, warrants, calls or any other
rights to purchase or otherwise acquire any such Company Shares or any interest therein to any other
Person, or entered into any Contract with respect thereto except those options listed in Section 3.2 of the
Sellers' Disclosure Letter. Each Seller has the sole power and authority to convey to Buyer or the
Permitted Designee, as the case may be, all of its right, title and interest in and to the Unencumbered
Sellers' Shares at Closing. Upon consummation of the Share Purchase, Buyer or the Permitted Designee,
as the case may be, will acquire from the Sellers good and marketable title to the Unencumbered Sellers'
Shares, free and clear of all Liens.
3.3 Authority and Enforceability. Each of the Sellers has all requisite power and authority to
execute and deliver this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement by each Seller, the
performance of each Seller's obligations hereunder and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the part of each Seller. This
Agreement has been duly executed and delivered by each Seller, and constitutes the legal, valid and
binding obligation of each Seller, enforceable against each Seller in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws, Laws of general
applicability relating to or affecting creditors' rights and to general equity principles.
3.4 Noncontravention. As to each Seller, the execution and delivery by such Seller of this
Agreement, the performance by such Seller of its obligations under this Agreement and the consummation
of the transactions contemplated hereby, do not and will not:
(a) violate the organizational documents of such Seller;
(b) require such Seller to obtain any consents, approvals or authorizations of, or make
any filings with or give any notices to, any Governmental Authorities, except for (i) the