M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors and any official clarifications, guidance, interpretations, or implementation rules in connection with or related thereto jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (the “CSRC”) and the SAFE on August 8, 2006 and as amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and understands such legal advice. In addition, the Company has communicated such legal advice in full to each of its directors that signed the Registration Statement and each such director has confirmed that he or she understands such legal advice. Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, the Company confirms with the Underwriters:
M&A. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (CSRC) and SAFE on August 8, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the Underwriters:
M&A. Notwithstanding the above, this Agreement may be assigned, without the written consent of the other Party, by either Party, pursuant to an M&A, provided that the successor agrees to be bound by the terms of this Agreement. In the event of an M&A of Saifun, Saifun will notify Macronix immediately after execution of the relevant agreement. The rights of Macronix and Saifun's successor in interest shall not be affected due to such acquisition. Notwithstanding the above in the event that Saifun's successor in interest is a semiconductor manufacturer, Macronix will have the right to stop performing its obligations under this Agreement for providing Saifun's successor with wafers (under Sections 9 and 10), provided Macronix had given Saifun ***, or other period agreed upon by the Parties, phase out period in accordance with the procedures and rights set in Section 9.6 All other rights and obligations of the Parties under this Agreement will be maintained following the M&A. For clarification it is hereby stated that under no circumstances shall the licenses granted to Macronix be divisible. Transfer of rights in an M&A will retain the entire rights in the hands of the assignee or successor in interest.
M&A. In addition to the aforementioned in sections 2a, 2b, and 2cabove, in the event that Company shall close any M&A transaction with a third party target, the Consultant shall be entitled to a success fee in the amount equal to 3% of the total transaction price, in any combination of cash and shares that will be determined by QUEST.
M&A. In the event of a Change in Control (defined below) of the Company during the term hereof, Employee shall be entitled to a special compensation in an amount equal to five percent (5%) of an amount equal to (i) the aggregate value of consideration paid in the Change in Control to the Company (in the case of an asset sale) or its shareholders (in the case of a merger or a stock sale) (the "Purchase Price"), minus (ii) [$3,000,000] (the "Base Value"). The term "Change in Control" means a change in the majority ownership of the Company, or of substantially all of its business, as a result of a bona-fide acquisition by a third party, and expressly excluding a reorganization involving the Company and its controlling shareholder. In the event of a sale (the "Partial Business Sale") of one or more of the Company's business units (the "Sold BU") to a third party in a bona-fide sale which does not constitute a Change in Control, Employee shall be entitled to a special compensation in an amount equal to five percent (5%) of an amount equal to (x) the aggregate value of consideration paid to the Company in the Partial Business Sale, minus (y) the Relative Base Value. The term "Relative Base Value" means a percentage of the Base Value equal to the percentage of the gross revenues of the Sold BU relative to the gross revenues of the Company during the twelve months immediately preceding the effective date of the Partial Business Sale.
