Crucial 2012 Annual Report Download - page 126

[*] 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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Permitted Designee's designated securities agent: (1) a share transfer application form duly completed and
chopped or signed, as appropriate, by each Seller for transfer of its portion of the Unencumbered Sellers'
Shares, to Buyer or the Permitted Designee, as the case may be, (2) each Seller's TDCC securities
passbook and relevant securities chop, (3) original filing record of Powerchip with the Securities and
Futures Bureau for transfer of shares by Powerchip as a major shareholder of the Company, (4) any other
instruments and documents necessary for the application to the TDCC to effect the release and
cancellation of any share pledge or other Liens on or over the Unencumbered Sellers' Shares, and (5) any
other instruments and documents necessary for the application to the TDCC to effect book-entry transfer
of the Unencumbered Sellers' Shares. Promptly after the book-entry transfer of the Unencumbered
Sellers' Shares has been completed, Buyer shall cause its designated securities agent to return the
securities passbooks and chops referred to in clause (2) above to the Sellers.
(l) Physical Share Transfer. In the event that the Sellers' Shares are issued in physical
certificated form, at least two (2) Business Days prior to the Closing Date, the Sellers shall have delivered
to Buyer's or the Permitted Designee's counsel: (1) a share transfer application form duly completed and
chopped or signed, as appropriate, by each Seller for transfer of its portion of the Unencumbered Sellers'
Shares, to Buyer or the Permitted Designee, as the case may be, and (2) any other instruments and
documents necessary for the release and cancellation of any share pledge or other Liens on or over the
Unencumbered Sellers' Shares.
(m) Resignations. The Sellers shall have delivered to Micron, in form and substance
reasonably satisfactory to Micron, resignation letters or other documentation evidencing the resignation or
removal of all of the Sellers and the Sellers' representatives, as the case may be, from the Board of
Directors, the Executive Committee, and any other management body of the Company and any Subsidiary
of the Company effective as of the Closing.
(n) No Burdensome Regulatory Conditions. No Governmental Authority shall have
enacted, issued, promulgated, enforced, entered or deemed applicable to the Share Purchase or any other
transaction contemplated by this Agreement any Law or Order (whether temporary, preliminary or
permanent) which is in effect and (i) which has the effect of (A) prohibiting Micron's, Buyer's or the
Permitted Designee's direct or indirect ownership or operation of any portion of the Company Shares or
the business of Elpida, the Company or any of their respective Subsidiaries, or (B) compelling Micron,
Buyer or the Permitted Designee to dispose of or hold separate all or any portion of the Company Shares
or the businesses or assets of Micron, Elpida or the Company or any of their respective Subsidiaries, or
(iii) 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.
(o) Going Private Transaction. The Company shall have been delisted from the
Emerging Market of the GreTai Securities Market and its public company status shall have been duly
withdrawn.