Seagate 2010 Annual Report Download - page 200

SECTION 6
CONDITIONS PRECEDENT
6.1
Conditions Precedent to Obligations of Purchaser, Guarantor and Seller . The obligations of the Purchaser, the Guarantor and
the Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of the
following conditions:
(a)
the waiting period applicable to the consummation of the transactions contemplated by this Agreement and the other
Transaction Documents under the HSR Act (or any extension thereof) shall have expired or been terminated;
(b)
the European Commission shall have issued a decision under Article 6(1)(b) or 8(1) or 8(2) of the EC Merger
Regulation (or shall be deemed to have done so under Article 10(6) thereof), declaring the transactions contemplated by this Agreement
and the other Transaction Documents compatible with EC Common Market;
(c)
similar approvals under the Antitrust Laws of the Republic of Korea, Japan and the People’s Republic of China
applicable to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents shall have
been obtained (through the expiration of any applicable waiting period or otherwise) (the approvals contemplated under Sections 6.1(a),
6.1(b) and 6.1(c), collectively, the “ Requisite Regulatory Approvals ”); and
(d)
no Governmental Body in the United States, the European Union, the Republic of Korea, Japan or the People’s
Republic of China shall have enacted, issued, promulgated, enforced or entered any Law or Order (which Order has become final and
non-appealable), which Law or Order is in effect and which has the effect of making any of the transactions contemplated by this
Agreement illegal or otherwise prohibiting the Closing, other than any Antitrust Law (or Order seeking to enforce the provisions of any
Antitrust Law) and any Law or Order that would not have a Seller Material Adverse Effect or a Guarantor Material Adverse Effect.
6.2
Conditions Precedent to Obligations of Purchaser and Guarantor . The obligations of the Purchaser and the Guarantor to
consummate the transactions contemplated by this Agreement are subject to the preparation and delivery of the 2010 Financial Statements of the
Business pursuant to Section 5.3.
SECTION 7
CLOSING
7.1
Closing
. The Closing shall take place at the offices of Paul, Hastings, Janofsky & Walker LLP in Palo Alto, California within
three (3) Business Days following the day on which the conditions set forth in Section 6.1 shall have been satisfied or waived in accordance with
this Agreement or at such other place or time or on such other date as the Seller, the Purchaser and the Guarantor may agree in writing.
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