Consent to Certain Repurchases. As authorized by Section 402.5(c) of the California Corporations Code, Sections 502 and 503 of the California Corporations Code shall not apply with respect to payments made by the Corporation in connection with (i) repurchase of shares of Common Stock issued to or held by employees, consultants, officers and directors of the Corporation or its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of said repurchase and at the original purchase price paid by such employees, consultants, officers and directors, and (ii) repurchase of Common Stock issued to or held by employees, officers, directors or consultants of the Corporation or its subsidiaries pursuant to rights of first refusal contained in agreements providing for such rights, provided that such repurchase is unanimously approved by the Board of Directors, and (iii) any other repurchase or redemption of capital stock of the Corporation unanimously approved by the Board of Directors and approved by the holders of more than two-thirds (2/3) of the outstanding shares of the Preferred Stock voting together as a single class.
Consent to Certain Repurchases. As authorized by Section 402.5(c) of the California Corporations Code, Sections 502 and 503 of the California Corporations Code shall not apply with respect to Distributions made by the Companym in connection with the repurchase of shares of Common Stock issued to or held by employees, consultants, officers and directors, at a price not greater than the amount paid by such persons for such shares, upon termination of their employment or services pursuant to agreements providing for the right of said repurchase upon the unanimous approval of the Board of Directors.
Consent to Certain Repurchases. As provided in Article IV, Section 8 of the Articles, the Purchaser hereby consents to repurchase by the Company of Common Stock upon exercise of the Company's repurchase options contained in the Company's stock purchase agreements with certain of the holders thereof, whether or not such repurchases would be otherwise prohibited by Section 502, 503 or 506 of the California General Corporation Law.
Consent to Certain Repurchases. 17 SCHEDULE OF EXHIBITS Exhibit A-1 - Fourth Restated Articles of Incorporation, as amended Exhibit B - Schedule of Exceptions to Representations and Warranties of the Company Exhibit C - Provisions of Opinion of Xxxx & Freidenrich, A Professional Corporation Exhibit E - Current Provisions of Information Rights Referenced from Series D Agreement Exhibit F - Current Provisions of Right of First Refusal and Termination of Covenants Referenced from Series D Agreement Exhibit G - Current Provisions of Registration Rights Referenced from Series D Agreement WAFERSCALE INTEGRATION, INC. 00000 Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 SERIES C AND SERIES D PREFERRED STOCK PURCHASE AGREEMENT WITH NATIONAL SEMICONDUCTOR CORPORATION This Agreement is made and dated as of April 27, 1990, among WaferScale Integration, Inc., a California corporation with its principal office located at 00000 Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the "Company"), and National Semiconductor Corporation, a Delaware corporation with its principal office located at 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 (the "Purchaser").
Consent to Certain Repurchases. 21 - ii - SCHEDULE OF EXHIBITS -------------------- WAFERSCALE INTEGRATION, INC. 00000 Xxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000 SERIES C AND SERIES D PREFERRED STOCK PURCHASE AGREEMENT WITH NATIONAL SEMICONDUCTOR CORPORATION This Agreement is made and dated as of April 27, 1990, among WaferScale Integration, Inc., a California corporation with its principal office located at 00000 Xxxx Xxxx, Xxxxxxx, Xxxxxxxxxx 00000 (the "Company"), and National Semiconductor Corporation, a Delaware corporation with its principal office located at 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000 (the "Purchaser").
