Crucial 2012 Annual Report Download - page 116

[*] 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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4.3 Noncontravention. As to each of Micron and Buyer, the execution and delivery by it of this
Agreement, the performance of its obligations under this Agreement and the consummation of the
transactions contemplated hereby, do not and will not:
(a) violate its organizational documents;
(b) require it 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 requirements under Antitrust
Laws in connection with the transactions contemplated by the Sponsor Agreement and this Agreement, (ii)
the applicable foreign investment approvals of the Investment Commission and, if applicable, filings with
the Securities and Futures Bureau and (iii) as contemplated by Section 6.1(b);
(c) assuming that such consents, approvals and authorizations are received, and such
filings are made and/or notices given, violate any Orders or Laws; or
(d) result in the breach of, or constitute (with or without notice or lapse of time, or
both) a default under, any material Contract to which it is a party or by or to which it is bound where such
breach or default would have a material adverse impact on its ability to perform its obligations hereunder
or consummate the transactions contemplated hereby.
4.4 Brokers. Except for fees and commissions that will be paid by Micron, Buyer or the
Permitted Designee, no Person retained by or on behalf of Micron, Buyer or any of their respective
Subsidiaries is entitled to any brokerage commissions, finders' fees or similar compensation in connection
with the transactions contemplated hereby.
4.5 Legal Proceedings and Orders.
(a) There is no action or proceeding pending or, to the knowledge of Micron or Buyer,
threatened at law or in equity, before any court or before or by any Governmental Authority, or by any
other Person, that challenges the validity or enforceability of, or that could reasonably be expected to have
the effect of preventing, delaying, or making illegal, this Agreement or any of the transactions
contemplated hereby.
(b) There is no Order to which either Micron or Buyer is subject that has or could
reasonably be expected to have the effect of preventing, delaying, or making illegal this Agreement or any
of the transactions contemplated hereby.
4.6 Financial Ability. At the Closing, Buyer or the Permitted Designee, as the case may be,
shall have cash on hand or access to other sources of immediately available funds to enable it to pay the
Consideration in accordance with Sections 2.1 and 2.3(d).