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

Exemption From Registration; California Permit. Broadcom and the Company intend that the shares of Broadcom Common Stock to be issued pursuant to this Article 1 in connection with the Transactions will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder (the "Securities Act"), by reason of Section 3(a)(10) thereof or, pursuant to Section 5.1(c), by reason of Section 4(2) of the Securities 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 (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 Section 6.1(c), Broadcom and the Company intend that the shares of Broadcom Common Stock to be issued pursuant to this Article 1 in connection with the Transactions will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Broadcom in its good faith judgment) such Fairness Hearing shall also address the assumption by Broadcom of all unexercised Company Options and Company Special Warrants pursuant to Section 1.7. Each of Broadcom and the Company shall use commercially reasonable efforts (i) to file promptly 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 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. Broadcom Parent and the Company intend that the shares of Broadcom Parent Common Stock to be issued pursuant to this Article 1 Section 2.1 in connection with the Transactions Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder (the "“Securities Act"”), by reason of Section section 3(a)(10) thereof or, pursuant to Section 5.1(c)7.1(c) hereof, by reason of Section section 4(2) of the Securities 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 (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)7.1(c) hereof, Broadcom Parent and the Company intend that the shares of Broadcom Parent Common Stock to be issued pursuant to this Article 1 Section 2.1 in connection with the Transactions Merger will be qualified under the California CodeLaw, pursuant to Section section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section section 25142 of such law (the "“Fairness Hearing"”), and (if deemed necessary by Broadcom in its good faith judgment) such Fairness Hearing shall also address the assumption by Broadcom Parent of all unexercised Company Options Options, Company Warrants and Company Special Warrants Stock Purchase Rights pursuant to Section 1.72.1. Each of Broadcom Parent and the Company shall use commercially reasonable efforts (i) to file promptly within ten Business Days after 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 Broadcom in its good faith judgment) to assume such Company Options Options, Company Warrants and Company Special Warrants Stock Purchase Rights required by this Agreement to be assumed by Broadcom Parent (the "“California Permit"”) and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. Broadcom and the Company intend that the The shares of Broadcom Parent ---------------------------------------------- Common Stock and New Preferred Stock to be issued pursuant to this Article 1 Section 1.6 hereof in connection with the Transactions Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder (the "Securities Act"), by reason of Section 3(a)(10) thereof orthereof, or pursuant to Section 5.1(c)) hereof, by reason of Section 4(2) of the Securities 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 Act and (ii) shares Broadcom Common Stock issued to persons who are affiliates of Broadcom or the Company may be resold pursuant to Rule 145SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c)5.1(c) hereof, Broadcom and the Company intend that the shares of Broadcom Parent Common Stock and New Preferred Stock to be issued pursuant to this Article 1 Section 1.6 in connection with the Transactions Merger will be qualified under the California Code, pursuant to Section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing"), and (if deemed necessary by Broadcom in its good faith judgment) such Fairness ---------------- Hearing shall also address the assumption by Broadcom Parent of all unexercised Company Options and Company Special Warrants pursuant to Section 1.71.6 hereof. Each of Broadcom Parent and the Company shall use all requisite commercially reasonable efforts (i) to file promptly within ten Business Days after 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 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. Broadcom Parent and the Company intend that the shares of Broadcom Parent Common Stock to be issued pursuant to this Article 1 Section 1.6 in connection with the Transactions Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and amended (including the rules and regulations promulgated by the SEC thereunder (thereunder, the "Securities Act"), by reason of Section 3(a)(10) thereof or, or pursuant to Section 5.1(c), . by reason of Section 4(2) of the Securities 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 Act and (ii) shares Broadcom Common Stock issued to persons who are affiliates of Broadcom or the Company may be resold pursuant to Rule 145SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c5.1(c), Broadcom Parent and the Company intend that the shares of Broadcom Parent Common Stock to be issued pursuant to this Article 1 Section 1.6 in connection with the Transactions 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 Broadcom Parent in its good faith judgment) such the Fairness Hearing shall also address the assumption by Broadcom Parent of all unexercised Company Options Options, Company Warrants and Company Special Warrants Stock Purchase Rights pursuant to Section 1.71.6 hereof. Each of Broadcom Parent and the Company shall use all requisite commercially reasonable efforts (i) to file promptly within ten Business Days after 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 Broadcom Parent in its good faith judgment) to assume such Company Options Options, Company Warrants and Company Special Warrants required by this Agreement to be assumed by Broadcom Stock Purchase Rights (the "California Permit") and (ii) to obtain the California Permit as promptly as practicable thereafter.

Exemption From Registration; California Permit. Broadcom and the Company intend that the The shares of Broadcom Acquiror Common Stock to be issued pursuant to this Article 1 Section 2.6 in connection with the Transactions Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended, and amended (including the rules and regulations promulgated by the SEC thereunder (thereunder, the "Securities Act"), by reason of Section 3(a)(10) thereof orthereof, or pursuant to Section 5.1(c6.1(c), by reason of Section 4(2) of the Securities 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 Act and (ii) shares Broadcom Common Stock issued to persons who are affiliates of Broadcom or the Company may be resold pursuant to Rule 145SEC rules and regulations promulgated thereunder. Subject to the provisions of Section 6.1(c), Broadcom Acquiror and the Company intend that the shares of Broadcom Acquiror Common Stock to be issued pursuant to this Article 1 Section 2.6 in connection with the Transactions 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 Broadcom Acquiror in its good faith judgment) such Fairness Hearing fairness hearing shall also address the assumption by Broadcom Acquiror of all unexercised Company Options and Company Special Warrants pursuant to Section 1.72.6 hereof. Each of Broadcom Acquiror and the Company shall use all requisite commercially reasonable efforts (i) to file promptly within ten Business Days after 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 Broadcom Acquiror 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. Broadcom and the Company intend that the The shares of Broadcom Parent Common Stock to be issued pursuant to this Article 1 in connection with the Transactions 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, and the rules and regulations promulgated by the SEC thereunder amended (the "Securities Act"), ) by reason of Section 3(a)(10) thereof or, pursuant to Section 5.1(c), by reason of Section 4(2) of the Securities 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 (ii) shares Broadcom Common Stock issued to persons who are affiliates of Broadcom or the Company may be resold pursuant to Rule 145thereof. Subject to the provisions of Section 6.1(c)5.1, Broadcom and the Company intend that the shares of Broadcom Parent Common Stock to be issued pursuant to this Article 1 in connection with the Transactions Merger will be qualified under the California CodeCCC, pursuant to Section 25121 thereof, after a fairness hearing has been held pursuant to the authority granted by Section 25142 of such law (the "Fairness Hearing")law, and (if deemed necessary by Broadcom in its good faith judgment) such Fairness Hearing fairness hearing shall also address the assumption by Broadcom Parent of all unexercised Company Options Warrants and Bridge Loan Shares (as defined in Section 5.14 below) pursuant to this Agreement. Parent and Company Special Warrants pursuant to Section 1.7. Each of Broadcom and the Company shall each use all requisite commercially reasonable efforts (i) to file file, as promptly within ten Business Days after 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 Broadcom in its good faith judgment) to assume such Company Options and Company Special Surviving Warrants required by this Agreement to be assumed by Broadcom (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").