Crucial 2012 Annual Report Download - page 121

[*] 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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best efforts to contest any ruling, order or other legal action of any Governmental Authority seeking to
restrict, prevent or prohibit the consummation of the transactions contemplated by this Agreement;
provided, however, that nothing herein shall be construed to require Micron (or any of its Affiliates) to
accept, or agree to accept, any action or restriction imposed by any Governmental Authority related to the
assets, businesses, properties and operations of Micron (or any of its Affiliates) which could reasonably be
expected to materially affect the economic or business benefits contemplated by this Agreement or the
Sponsor Agreement, including the benefits resulting from the integration of Elpida with Micron and from
the acquisition by Micron, directly or indirectly, of Company Shares.
(b) Between the date hereof and the Closing Date, each of the Sellers agrees to use its
reasonable best efforts to obtain as promptly as practicable all necessary consents, waivers and approvals
of all counterparties to Contracts to which such Seller is a party or by which it is bound as are required in
order for such Seller to be able to consummate the Share Purchase on the terms and conditions set forth
herein, including the agreement of each of [*] (i) not to exercise or transfer, sell or otherwise dispose of its
respective [*] during the period between the date of this Agreement and the Closing and (ii) to terminate
its respective [*] effective at or prior to the Closing. All such consents, waivers and approvals shall be in
form and substance reasonably satisfactory to Micron.
(c) Without limiting the generality of Section 5.8(b), between the date hereof and the
Closing Date, each of the Sellers agrees to use its reasonable best efforts to obtain as promptly as
practicable all necessary consents, waivers and approvals of all lenders to the Sellers and all lenders to the
Company as are required in order for such Seller to be able to consummate the Share Purchase on the
terms and conditions set forth herein without resulting in a default or event of default under or otherwise
give rise to any rights or remedies under any such loan arrangements (such consents, the “Lender
Consents”). All such Lender Consents shall be in form and substance reasonably satisfactory to Micron.
5.9 Access to Information and Cooperation. Between the date of this Agreement and the
Closing, the Sellers shall use reasonable best efforts to cause the Company to afford Micron, Buyer, the
Permitted Designee, if any, and their respective representatives reasonable access during normal business
hours and upon reasonable prior notice to the properties, personnel, Contracts, books and records of the
Company and its Subsidiaries and to deliver or make available to Micron, Buyer, the Permitted Designee,
if any, and their respective representatives information concerning the business, properties, assets and
personnel of the Company and its Subsidiaries as such Persons may from time to time reasonably request.
Nothing in this Section 5.9 shall obligate the Sellers to provide or to exercise efforts to cause the Company
to provide information prior to the Closing the provision of which would be prohibited by Law, including
as a result of Laws relating to privacy, competition or otherwise.
5.10 Change in Membership of Company Boards. The Sellers shall, and shall cause their
representatives, as the case may be, on the Board of Directors, the Executive Committee, and any