Seagate 2010 Annual Report Download - page 185

similar rights providing economic benefits based, directly or indirectly, on the value or price of the capital stock or other equity interests of the
Guarantor.
4.4
Valid Issuance .
(a)
Prior to the Closing, the Guarantor shall have taken all necessary action, and has and shall have sufficient authorized
shares available, to permit it to issue or otherwise deliver the Share Consideration to be delivered hereby pursuant to the Loan Note,
when and if either the Seller or the Guarantor exercise the option to exchange the amount due under the Loan Note for the Share
Consideration. All Ordinary Shares to be delivered to the Seller as the Share Consideration pursuant to the Loan Note following the
Closing will be validly issued, fully paid, non-assessable and free and clear of all Encumbrances, and no Person will have any
preemptive right of subscription or purchase or any other right in respect thereof.
(b)
Prior to the Closing, the Purchaser shall have taken all necessary action to permit it to issue and deliver the Loan
Note at the Closing. The Loan Note to be delivered to the Seller as the Closing will be validly issued and free and clear of all
Encumbrances, other than the Encumbrances relating to the obligations of the Purchaser therein.
4.5
Governmental Consents . Other than the Requisite Regulatory Approvals, no Consent is required to be obtained or made by
the Purchaser or the Guarantor in connection with the execution, delivery and performance by the Purchaser or the Guarantor of this Agreement
or the consummation by the Purchaser or the Guarantor of the transactions contemplated hereby, except for such Consents which if not obtained
or made would not reasonably be expected to have, individually or in the aggregate, a Guarantor Material Adverse Effect.
4.6
SEC Filings; Financial Statements .
(a)
All registration statements, proxy statements and other statements, reports, schedules, forms, exhibits and other
documents filed by the Guarantor with the SEC and available on the SEC website, including all amendments thereto, since July 2, 2010
are accurate and complete copies thereof (collectively, the “ Guarantor SEC Documents ”). All statements, reports, schedules, forms,
exhibits and other documents required to have been filed by the Guarantor with the SEC since July 2, 2010 have been so filed on a
timely basis. None of the Guarantor’s Subsidiaries is required to file any documents with the SEC. As of the time filed with the SEC
(or, if amended or superseded by a filing prior to the Agreement Date, then on the date of such filing): (i) each of the Guarantor SEC
Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act (as the case
may be); and (ii) none of the Guarantor SEC Documents contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. Each of the certifications and statements relating to the Guarantor SEC Documents required by: (A) Rule
13a-14 or Rule 15d-14 under the Exchange Act; (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes-Oxley Act); or (C) any other rule or
regulation promulgated
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