Crucial 2012 Annual Report Download - page 118

[*] 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.
-14-
(d) merge or consolidate with any other Person, amend or modify its articles of
incorporation or other organizational documents, or effect any stock dividends or distributions or other
issuance of Company Shares or other securities, subdivisions or combinations of Company Shares or any
reclassification of Company Shares;
(e) enter into, or become obligated under, any material Contract;
(f) terminate or change, amend or otherwise modify any material Contract;
(g) take any action to implement, or decide to implement in the future, any material
technology or process not in use by the Company on the date hereof;
(h) incur or guarantee any indebtedness or suffer or permit the creation of any Lien
outside the ordinary course of business consistent with past practice upon any facilities, assets, properties
or interests of the Company;
(i) release, settle or compromise any material claim, or waive any material right, of the
Company or settle or compromise any pending or threatened material claim against the Company; and
(j) agree to take any action which would breach or violate clauses (a)-(i) of this Section
5.2.
5.3 No Transfer or Acquisition of Shares.
(a) Between the date of this Agreement and the Closing Date, and except as provided in
Section 5.3(b) or Section 5.3(c) below or otherwise agreed to in writing by Micron, each Seller agrees not
to, directly or indirectly, offer for sale, sell, transfer, tender, pledge, hypothecate, assign or otherwise
dispose of, or grant or enter into any Contract, option, commitment or other arrangement or understanding
with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, hypothecation, assignment or
other disposition of, or create or allow to exist any Lien on or with respect to, any or all of the Sellers'
Shares owned by such Seller (or any interest therein).
(b) Between the date of this Agreement and the Closing Date, Sellers may pledge the
Sellers' Shares to the extent required to obtain financing that is necessary for the operation of Powerchip's
business consistent with past practice or to the extent required by the terms and conditions of Powerchip's
existing syndicated bank lending arrangements, provided that:
(i) prior written notice is given to Elpida pursuant to Section 11.2 of the JVA,
and
(ii) so long as any Person to whom any Sellers' Shares are pledged after the date
hereof agrees at or prior to entering into the pledge arrangement: