Crucial 2012 Annual Report Download - page 129

[*] 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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contemplated by this Agreement illegal or which has the effect of prohibiting or otherwise preventing the
consummation of any of the transactions contemplated by this Agreement, and such Order has become
final and non-appealable or (C) which must grant a Regulatory Approval has denied such approval and
such denial has become final and non-appealable;
(g) by Micron if any 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 which is in effect and is final and non-appealable and which has the
effect of (i) 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 (ii) 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, in any case, in connection with the Share Purchase or
any other transaction contemplated by this Agreement; or
(h) by either Micron or Powerchip if the Closing has not occurred on or prior to 11:59
p.m. Tokyo Time on the second anniversary of the date of this Agreement; provided, however, that the
right to terminate this Agreement under this Section 7.1(h) shall not be available to any party whose
failure to fulfill any obligation under this Agreement shall have been the primary cause of, or resulted in,
the failure of the Closing to occur prior to such date.
7.2 Notice of Termination; Survival After Termination.
(a) In the event the Sponsor Agreement terminates prior to the Sponsor Agreement
Closing, Micron will provide prompt notice of that event to Powerchip.
(b) In the event of the termination of this Agreement pursuant to Section 7.1, the
provisions of this Agreement shall immediately become void and of no further force or effect (other than
Sections 5.5, 5.6, 5.7, 5.13(c) and 5.16, this Section 7.2(b) and Article VIII, which shall survive the
termination of this Agreement or any rescission, cancellation or unwinding of this Agreement or the
transactions herein), and no party hereto will have any further obligations or liabilities hereunder except
for obligations or liabilities arising under such surviving provisions; provided that the foregoing shall not
be deemed to release any party from any liability resulting from such party's breach of this Agreement
prior to such termination.
ARTICLE VIII
MISCELLANEOUS
8.1 Governing Law. Except to the extent that the Laws of the ROC are applicable to the
transfer of the Unencumbered Sellers' Shares, this Agreement shall be governed by and construed in