Seagate 2010 Annual Report Download - page 201

7.2
Closing Actions . On the Closing Date, the parties shall perform the following actions:
(a)
the Purchaser shall pay the Cash Consideration to the Seller, as provided in Section 2.2(a);
(b)
the Purchaser and the Guarantor shall deliver to the Seller the executed Loan Note under which the Seller or the
Guarantor may, at its option, require that the amount due under the Loan Note be exchanged for the Share Consideration;
(c)
the Seller shall deliver to the Purchaser such other executed instruments of assignment, certificates of title
documents, deeds and conveyance documents necessary to transfer to the Purchaser the Acquired Assets, together with possession of
the Acquired Assets;
(d)
without limiting the foregoing, the Seller shall deliver to the Purchaser executed Patent and Trademark assignments,
in a form reasonably acceptable to the Purchaser, suitable for filing with the US Patent and Trademark Office or other relevant authority
in each jurisdiction in which such Transferred Patents or Transferred Trademarks have been filed or issued;
(e)
the relevant parties hereto shall enter into and deliver the Supply Agreement for Internal Drives and the Transition
Services Agreement; and
(f) the parties hereto shall perform all their respective obligations (and, in case of the Purchaser, shall cause the
Purchaser Designees to perform their respective obligations, and, in case of the Seller, shall cause the Seller Subsidiaries to perform
their respective obligations) required to be performed at Closing under the Transfer Agreements.
7.3
Issuance of Share Consideration . As soon as practicable after the Closing, but no later than 00:01 a.m., Irish time, on the date
immediately following the Closing Date and upon any party’s exercise of its option to require that the amount due under the Loan Note be
exchanged for the Share Consideration, the Guarantor shall allot, issue and deliver the Share Consideration, free and clear of all Encumbrances,
to the Seller.
SECTION 8
TERMINATION
8.1
Termination Events . This Agreement may be validly terminated (and the transactions contemplated by this Agreement and
the other Transaction Documents abandoned) at any time prior to the Closing only as follows:
(a)
by mutual written consent of the Guarantor and the Seller; or
(b)
by the Seller in its sole discretion, in the event the Closing has not occurred by the Expiration Date and the Requisite
Regulatory Approvals have not been obtained by such date.
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