Crucial 2012 Annual Report Download - page 125

[*] 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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(b) Covenants. Each Seller shall have performed and complied in all material respects
with each agreement, covenant and obligation that the Seller is required to so perform or comply with
under this Agreement at or prior to the Closing.
(c) No Company Insolvency Event. No Insolvency Event shall have occurred with
respect to the Company.
(d) No Seller Insolvency Event. No Insolvency Event shall have occurred with respect
to any Seller.
(e) Opinion of Independent Accountant. At or prior to the date of this Agreement, the
Sellers shall have received a fairness opinion from PwC, in form and substance reasonably satisfactory to
Micron, that the Consideration constitutes reasonably equivalent value for the Unencumbered Sellers'
Shares to be sold at the Closing; and such opinion shall not have been modified or rescinded at or prior to
the Closing.
(f) Lender Consents. The Sellers shall have obtained all Lender Consents, which shall
be in form and substance reasonably satisfactory to Micron, and shall have delivered copies thereof to
Micron.
(g) Elpida Consent. The Examiner and the Reorganization Court shall have consented
to (i) the Share Purchase, (ii) the arrangements contemplated by Section 5.12 and (iii) the [*] as
contemplated by Section 6.3(d), each of which consents shall be in form and substance reasonably
satisfactory to Micron.
(h) Release of Liens. The Sellers shall have taken all such actions necessary to cause all
Liens on the Sellers' Shares to be sold at the Closing to have been terminated, cancelled and released in
full, and Micron shall have received from the Sellers evidence reasonably satisfactory to Micron of the
taking of any and all such actions and the effectiveness thereof.
(i) [Intentionally left blank].
(j) Sale of All Unencumbered Sellers' Shares. All of the Unencumbered Sellers' Shares
will be sold by Sellers to Buyer or the Permitted Designee, if applicable, at the Closing.
(k) TDCC Book-Entry Share Transfer. In the event that the Sellers' Shares are in book-
entry (scripless) form, to enable Buyer's or the Permitted Designee's designated securities agent to file the
appropriate and complete application with the Taiwan Depository & Clearing Corporation (“TDCC”) to
effect book-entry transfer of the Unencumbered Sellers' Shares, at least two (2) Business Days prior to the
Closing Date, the Sellers shall have delivered to Buyer's or the