Common use of Fairness Hearing and California Permit; Private Placement Alternative Clause in Contracts

Fairness Hearing and California Permit; Private Placement Alternative. The fairness hearing shall have been held by the Commissioner of Corporations of the State of California and the California Permit shall have been issued by the State of California. In the alternative in accordance with and as permitted by Section 5.1(c), Parent shall have executed and delivered to the Company the Backup Registration Rights Agreement (and such Backup Registration Rights Agreement shall be in full force and effect), and the parties shall be reasonably satisfied that the shares of Parent Common Stock to be issued in connection with the Merger pursuant to Section 1.6(a) are issuable without registration pursuant to Section 4(2) of the Securities Act.

Fairness Hearing and California Permit; Private Placement Alternative. The fairness hearing Fairness Hearing shall have been held by the Commissioner of Corporations of the State of California California, and the California Permit shall have been issued by the State of California. In the alternative in accordance with and as permitted by Section 5.1(c)alternative, Parent shall have executed and delivered to the Company the Backup Registration Rights Agreement (and such Backup Registration Rights Agreement shall be in full force and effect), and the parties shall be reasonably satisfied that the shares of Parent Common Stock and the New Preferred Stock to be issued issued, the Company Options to be assumed and the Company Warrants to be exchanged in connection with the Merger pursuant to Section 1.6(a) 1.6 hereof are issuable issuable, assumable or exchangeable, as applicable, without registration pursuant to Section 4(2) of the Securities Act.

Fairness Hearing and California Permit; Private Placement Alternative. The fairness hearing shall have been held by the Commissioner of Corporations of the State of California and the California Permit shall have been issued by the State of California. In the alternative in accordance with and as permitted by Section 5.1(c)alternative, Parent each of the shareholders of the Company who is an "accredited investor" shall have delivered an executed and delivered to copy of the Company the Backup Registration Rights Agreement (and such Backup Registration Rights Agreement shall be in full force and effect)Shareholder Certificate, and the parties Broadcom shall be reasonably satisfied that the shares of Parent Broadcom Common Stock to be issued in connection with the Merger pursuant to Section 1.6(a) are issuable without registration pursuant to Section 4(2) of the Securities ActAct and SEC rules and regulations promulgated thereunder.

Fairness Hearing and California Permit; Private Placement Alternative. The fairness hearing shall have been held by the Commissioner of Corporations of the State of California and the California Permit shall have been issued by the State of California. In the alternative in accordance with and as permitted by Section 5.1(c)alternative, Parent each of the stockholders of the Company shall have delivered an executed and delivered to copy of the Company the Backup Registration Rights Agreement (and such Backup Registration Rights Agreement shall be in full force and effect)Shareholder Certificate, and the parties Acquiror shall be reasonably satisfied that the shares of Parent Acquiror Common Stock to be issued in connection with the Merger pursuant to Section 1.6(a2.6(a) are issuable without registration pursuant to Section 4(2) of the Securities ActAct and SEC rules and regulations promulgated thereunder.

Fairness Hearing and California Permit; Private Placement Alternative. The fairness hearing shall have been held by the Commissioner of Corporations of the State of California and the California Permit shall have been issued by the State of California. In the alternative in accordance with and as permitted by Section 5.1(c)alternative, Parent each of the shareholders of the Company (excluding those holding Dissenting Shares) shall have delivered an executed and delivered to copy of the Company the Backup Registration Rights Agreement (and such Backup Registration Rights Agreement shall be in full force and effect)Shareholder Certificate, and the parties Parent shall be reasonably satisfied that the shares of Parent Common Stock to be issued in connection with the Merger pursuant to Section 1.6(a) 2.1 are issuable without registration pursuant to Section section 4(2) of the Securities ActAct and SEC rules and regulations promulgated thereunder.