Common use of Exemption From Registration; California Permit Clause in Contracts

Exemption From Registration; California Permit. The shares of Acquiror Common Stock to be issued pursuant to Section 2.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), by reason of Section 3(a)(10) thereof, or pursuant to Section 6.1(c), by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c), Acquiror and the Company intend that the shares of Acquiror Common Stock to be issued pursuant to Section 2.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing shall also address the assumption by Acquiror of all Company Options pursuant to Section 2.6 hereof. Each of Acquiror and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Options (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. The shares of Acquiror Common Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities ActSECURITIES ACT"), by reason of Section 3(a)(10) thereof, or pursuant to Section 6.1(c5.1(c), by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c5.1(c), Acquiror and the Company intend that the shares of Acquiror Common Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing")law, and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing shall also address the assumption by Acquiror of all Company Target Options pursuant to Section 2.6 1.6 hereof. Each of Acquiror and the Company Target shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Target Options (the "California PermitCALIFORNIA PERMIT") and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. The shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 in connection with the Merger and as contingent consideration and upon payment of certain of the Bridge Loan Notes will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), ) by reason of Section 3(a)(10) thereof, or pursuant to Section 6.1(c), by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c)5.1, Acquiror and the Company intend that the shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 in connection with the Merger will be qualified under the California CodeCCC, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing")law, and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing shall also address the assumption by Acquiror Parent of all Company Options Warrants and Bridge Loan Shares (as defined in Section 5.14 below) pursuant to Section 2.6 hereofthis Agreement. Each of Acquiror Parent and the Company shall each use all requisite commercially reasonable efforts (i) to file file, as promptly as practicable following the execution and delivery of this Agreement, Agreement an application for issuance of a permit pursuant to Section 25121 of the California Code CCC to issue such securities and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Options Surviving Warrants (as defined below) (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable thereafterpracticable. In the event that the California Permit cannot be obtained within a reasonable time or without the imposition of burdensome conditions, then, at Parent's election and with the consent of Company (which shall not be unreasonably withheld), Parent and Company shall use commercially reasonable efforts to effect the issuance of the shares of Parent Common Stock to be issued pursuant to this Agreement on a Form F-4 registration statement filed with the United States Securities and Exchange Commission. In the event that shares of Parent Common Stock issued in exchange for Bridge Loan Notes cannot be qualified under Section 25121 of the CCC and properly be the subject of a fairness hearing under Section 25142 of the CCC and Section 3(a)(10) of the Securities Act of 1933, as amended, Parent will, within 30 days after the Closing, file a resale registration statement on Form S-3 covering such shares pursuant to a Registration Rights Agreement in the form attached hereto as Exhibit D (the "Registration Rights Agreement").

Exemption From Registration; California Permit. The shares of Acquiror Parent ---------------------------------------------- Common Stock and New Preferred Stock to be issued pursuant to Section 2.6 1.6 hereof in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), by reason of Section 3(a)(10) thereof, or pursuant to Section 6.1(c)5.1(c) hereof, by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c)5.1(c) hereof, Acquiror and the Company intend that the shares of Acquiror Parent Common Stock and New Preferred Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing Fairness ---------------- Hearing shall also address the assumption by Acquiror Parent of all Company Options pursuant to Section 2.6 1.6 hereof. Each of Acquiror Parent and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities (including the Parent Warrants) and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Options (the "California Permit") and (ii) to obtain the California Permit as promptly as ----------------- practicable thereafter.

Exemption From Registration; California Permit. The Parent and the Company intend that the shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including the rules and regulations promulgated thereunder, the "Securities Act"), by reason of Section 3(a)(10) thereof, thereof or pursuant to Section 6.1(c5.1(c), . by reason of Section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c5.1(c), Acquiror Parent and the Company intend that the shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 1.6 in connection with the Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Acquiror Parent in its good faith judgment) such fairness hearing the Fairness Hearing shall also address the assumption by Acquiror Parent of all Company Options Options, Company Warrants and Company Stock Purchase Rights pursuant to Section 2.6 1.6 hereof. Each of Acquiror Parent and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities and (if deemed necessary by Acquiror Parent in its good faith judgment) to assume such Company Options Options, Company Warrants and Company Stock Purchase Rights (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. The Broadcom and the Company intend that the shares of Acquiror Broadcom Common Stock to be issued pursuant to Section 2.6 this Article 1 in connection with the Merger Transactions will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including amended, and the rules and regulations promulgated thereunder, by the SEC thereunder (the "Securities Act"), by reason of Section 3(a)(10) thereofthereof or, or pursuant to Section 6.1(c5.1(c), by reason of Section 4(2) of the Securities Act Act. The effect of such issuance is that (i) shares of Broadcom Common Stock issued to persons who are not affiliates of Broadcom or the Company are not subject to restrictions on resale arising under U.S. Securities laws and SEC rules and regulations promulgated thereunder(ii) shares Broadcom Common Stock issued to persons who are affiliates of Broadcom or the Company may be resold pursuant to Rule 145. Subject to the provisions of Section 6.1(c), Acquiror Broadcom and the Company intend that the shares of Acquiror Broadcom Common Stock to be issued pursuant to Section 2.6 this Article 1 in connection with the Merger Transactions will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Acquiror Broadcom in its good faith judgment) such fairness hearing Fairness Hearing shall also address the assumption by Acquiror Broadcom of all unexercised Company Options and Company Special Warrants pursuant to Section 2.6 hereof1.7. Each of Acquiror Broadcom and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following within ten Business Days after the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section 25121 of the California Code to issue such securities and (if deemed necessary by Acquiror Broadcom in its good faith judgment) to assume such Company Options and Company Special Warrants required by this Agreement to be assumed by Broadcom (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. The Parent and the Company intend that the shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 2.1 in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (including amended, and the rules and regulations promulgated thereunder, by the "SEC thereunder (the “Securities Act"”), by reason of Section section 3(a)(10) thereofthereof or, or pursuant to Section 6.1(c)7.1(c) hereof, by reason of Section section 4(2) of the Securities Act and SEC rules and regulations promulgated thereunderAct. Subject to the provisions of Section 6.1(c)7.1(c) hereof, Acquiror Parent and the Company intend that the shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.6 2.1 in connection with the Merger will be qualified under the California CodeLaw, pursuant to Section section 25121 thereof, after a fairness hearing has been held by the Commissioner of Corporations of the State of California pursuant to the authority granted by Section section 25142 of such law (the "“Fairness Hearing"”), and (if deemed necessary by Acquiror in its good faith judgment) such fairness hearing Fairness Hearing shall also address the assumption by Acquiror Parent of all Company Options Options, Company Warrants and Company Stock Purchase Rights pursuant to Section 2.6 hereof2.1. Each of Acquiror Parent and the Company shall use all requisite commercially reasonable efforts (i) to file promptly following the execution and delivery of this Agreement, an application for issuance of a permit pursuant to Section section 25121 of the California Code Law to issue such securities and (if deemed necessary by Acquiror in its good faith judgment) to assume such Company Options Options, Company Warrants and Company Stock Purchase Rights required by this Agreement to be assumed by Parent (the "“California Permit"”) and (ii) to obtain the California Permit as promptly as practicable thereafter.