Common use of Market Standoff Agreements Clause in Contracts

Market Standoff Agreements. (a) In connection with the public offering by Micron of any of its securities, TI agrees that, upon the request of Micron or the underwriters managing any underwritten offering of Micron's securities, TI shall agree in writing (the "TI PUBLIC OFFERING LOCK-UP") that neither TI (nor any Affiliate of TI) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any) now or hereafter acquired by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Micron and the underwriters; provided, however, that neither TI (nor any Affiliate of TI) shall be bound by such TI Public Offering Lock-Up more than once during any twelve month period. Furthermore, TI agrees that, at the request of Micron, TI shall agree in writing (the "TI POOLING TRANSACTION LOCK- UP") that neither TI (nor any Affiliate of TI) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any securities of Micron now or hereafter acquired directly by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron for such period of time as shall be necessary for Micron to complete any business combination transaction in the form of a pooling of interests; provided that Micron's independent accountants shall have concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, TI is or was an "affiliate" of Micron for purposes of the accounting rules governing pooling of interests transactions. TI agrees that Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the TI Public Offering Lock-Up and the TI Pooling Transaction Lock-Up contained in this Section 4.9(a). (b) In connection with any proposed public offering by TI of any Registrable Securities, Micron agrees that, upon the request of TI or the underwriters managing any underwritten offering of TI's securities, Micron shall agree in writing (the "MICRON PUBLIC OFFERING LOCK-UP") that neither Micron (nor any Affiliate of Micron) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any, or grants of stock options or issuances of Common Stock upon the exercise of outstanding stock options under Micron's existing employee benefit plans) now or hereafter acquired by Micron (or any Affiliate of Micron) or with respect to which Micron (or any Affiliate of Micron) has or hereafter acquires the power of disposition without the prior written consent of TI and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days) after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by TI and the underwriters; provided, however, that neither Micron (nor any Affiliate of Micron) shall bound by such Micron Public Offering Lock-Up more than once during any 180-day period.

Market Standoff Agreements. (a) In connection with the public offering by Micron of any of its securities, TI Intel agrees that, upon the request of Micron or the underwriters managing any underwritten offering of Micron's securities, TI Intel shall agree in writing (the "TI PUBLIC OFFERING LOCKIntel Public Offering Lock-UPUp") that neither TI Intel (nor any Affiliate of TIIntel) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any) now or hereafter acquired by TI Intel (or any Affiliate of TIIntel) or with respect to which TI Intel (or any Affiliate of TIIntel) has or hereafter acquires the power of disposition without the prior written consent of Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Micron and the underwriters, except that Intel and its Affiliates shall be permitted to enter into transactions that have the effect of maintaining or continuing pre-existing Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms; provided, however, that neither TI in no event shall Intel (nor or any Affiliate of TIIntel) shall be bound by required to enter into such TI Public Offering Lock-Up an agreement more than once during any twelve (12) month period. Furthermore, TI if Intel is an Affiliate of Micron, Intel agrees that, at the request of Micron, TI Intel shall agree in writing (the "TI POOLING TRANSACTION LOCK- UPIntel Pooling Transaction Lock-Up") that, except for transactions that have the effect of maintaining or continuing pre-existing Hedging Transactions positions which transactions Micron's independent accountants determine (which determination shall be conclusive) may be permitted without affecting the accounting of a proposed business combination as a pooling of interests, neither TI Intel (nor any Affiliate of TIIntel) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any securities of Micron now or hereafter acquired directly by TI Intel (or any Affiliate of TIIntel) or with respect to which TI Intel (or any Affiliate of TIIntel) has or hereafter acquires the power of disposition without the prior written consent of Micron for such period of time as shall be necessary for Micron to complete any business combination transaction in the form of a pooling of interests; provided that Micron's independent accountants shall have concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, TI Intel is or was an "affiliate" of Micron for purposes of the accounting rules governing pooling of interests transactions. TI Intel agrees that Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the TI Intel Public Offering Lock-Up and the TI Intel Pooling Transaction Lock-Up contained in this Section 4.9(a). (b) In connection with any proposed public offering by TI Intel of any Registrable Securities, Micron agrees that, upon the request of TI Intel or the underwriters managing any underwritten offering of TIIntel's securities, Micron shall agree in writing (the "MICRON PUBLIC OFFERING LOCKMicron Public Offering Lock-UPUp") that neither Micron (nor any Affiliate of Micron) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any, or grants of stock options or issuances of Common Stock upon the exercise of outstanding stock options under Micron's existing employee benefit plans) now or hereafter acquired by Micron (or any Affiliate of Micron) or with respect to which Micron (or any Affiliate of Micron) has or hereafter acquires the power of disposition without the prior written consent of TI Intel and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days) after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by TI Intel and the underwriters; provided, however, that neither Micron (nor any Affiliate of Micron) shall bound by such Micron Public Offering Lock-Up more than once during any 180-day period.

Market Standoff Agreements. (a) In connection with Notwithstanding anything contained herein to the public offering by Micron contrary, the Company may delay the filing of any registration statement and may withhold any and all efforts to cause such registration statement to be become effective if the Company determines in good faith that such registration will (i) materially and adversely interfere with or affect the negotiation or consummation of any actual or pending material transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction), (ii) otherwise have a Material Adverse Effect on the Company or (iii) involve initial or continuing disclosure obligations that are not in the best interest of the Company’s stockholders; provided, however, that the Company may not exercise such right to delay or to withhold efforts more than once in any consecutive 12 month period or for more than ninety (90) days. Without in any way limiting the foregoing, if the Company exercises its right to delay or to withhold efforts pursuant to this Section 3(a), then the Company shall use commercially reasonable efforts to have the applicable registration statement filed or declared effective, as the case may be, at the earliest practicable date after the Company’s bases for delaying or withholding its efforts are no longer applicable. (b) The Company (i) shall not effect any public sale or distribution of its equity securities, TI agrees thator any securities convertible into or exchangeable or exercisable for such securities, upon during the period beginning on the date the Company receives a valid request of Micron or the underwriters managing any for an underwritten offering of Micron's securities, TI shall agree in writing (the "TI PUBLIC OFFERING LOCK-UP") that neither TI (nor permitted hereunder from any Affiliate of TI) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any) now or hereafter acquired by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron Holder and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and continuing until ninety (90) days after the commencement of an underwritten offering, unless the underwriters managing the registered public offering otherwise agree after consultation with a Majority-in-Interest and (ii) shall cause each executive officer and director of the Company, and shall use commercially reasonable efforts to cause each holder of five percent (5%) or greater of the then outstanding Common Stock of the Company and each additional holder of Common Stock of the Company, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the final prospectus delivered to Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. (c) Each Holder of Registrable Securities agrees that in connection with any public offering of the Company's equity securities, or any securities convertible into or exchangeable or exercisable for use in confirming sales such securities, and upon the request of the managing underwriter(s) in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing on the date that is ten (10) as may be requested by Micron days prior to the consummation of such offering and continuing until ninety (90) days after the underwriters; providedcommencement of an underwritten offering, however(i) offer, that neither TI (nor any Affiliate of TI) shall be bound by such TI Public Offering Lock-Up more than once during any twelve month period. Furthermorepledge, TI agrees that, at the request of Micron, TI shall agree in writing (the "TI POOLING TRANSACTION LOCK- UP") that neither TI (nor any Affiliate of TI) shall, directly or indirectly, offer to sell, contract to sell, make grant any short sale ofoption or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any securities of Micron now or hereafter acquired directly by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron for such period of time as shall be necessary for Micron to complete any business combination transaction in the form of a pooling of interests; provided that Micron's independent accountants shall have concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, TI is or was an "affiliate" of Micron for purposes of the accounting rules governing pooling of interests transactions. TI agrees that Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the TI Public Offering Lock-Up and the TI Pooling Transaction Lock-Up contained in this Section 4.9(a). (b) In connection with any proposed public offering by TI of any Registrable Securities, Micron agrees that, upon the request of TI or the underwriters managing any underwritten offering of TI's securities, Micron shall agree in writing (the "MICRON PUBLIC OFFERING LOCK-UP") that neither Micron (nor any Affiliate of Micron) will, directly or indirectly, offer any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to sellanother, contract to sell, make any short sale of, in whole or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect toin part, any securities of Micron the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other than those securities, in cash or otherwise. The foregoing provisions of this Section 3(c) shall not apply to sales of Registrable Securities to be included in such registration statementoffering pursuant to Section 1 or Section 2, and shall be applicable to the holders of Registrable Securities only if anyall executive officers and directors of the Company and each holder of its Common Stock, or grants of stock options any securities convertible into or issuances of Common Stock upon the exercise of outstanding stock options under Micron's existing employee benefit plans) now exchangeable or hereafter acquired by Micron (or any Affiliate of Micron) or with respect to which Micron (or any Affiliate of Micron) has or hereafter acquires the power of disposition without the prior written consent of TI and such underwriters exercisable for such period of Common Stock, purchased from the Company at any time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days) after the date of the final prospectus delivered this Agreement (other than in a registered public offering) are subject to the underwriters for use in confirming sales in same restrictions. Each holder of Registrable Securities agrees to execute and deliver such offering) other agreements as may be reasonably requested by TI the Company or the managing underwriter and that are consistent with the underwriters; providedforegoing or otherwise necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3(c), howevereach holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(c) in the event and to the extent that neither Micron (nor the managing underwriter or the Company permit any Affiliate discretionary waiver or termination of Micron) shall bound by such Micron Public Offering Lockthe restrictions of any lock-Up more than once during up agreement pertaining to any 180-day periodexecutive officer, director or other holder of Common Stock.

Market Standoff Agreements. (a) In connection To the extent not inconsistent with applicable law, each Purchaser agrees not to effect any public sale or distribution (including sales pursuant to Rule 144 of the public offering by Micron Securities Act) of Registrable Securities of the Company, or any of its securities, TI agrees thatoptions or rights convertible into or exchangeable or exercisable for such securities that such Purchaser owns prior to the effective date of the Company's initial public offering, upon during the request seven (7) days prior to, and during the 180-day period beginning on, the effective date of Micron or the Company's first underwritten registration, unless the underwriters managing any underwritten the registered public offering of Micron's securities, TI shall agree in writing (the "TI PUBLIC OFFERING LOCK-UP") that neither TI (nor any Affiliate of TI) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any) now or hereafter acquired by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Micron and the underwriters; provided, however, that neither TI (nor any Affiliate of TI) shall be bound by such TI Public Offering Lock-Up more than once during any twelve month period. Furthermore, TI agrees that, at the request of Micron, TI shall agree in writing (the "TI POOLING TRANSACTION LOCK- UP") that neither TI (nor any Affiliate of TI) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any securities of Micron now or hereafter acquired directly by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron for such period of time as shall be necessary for Micron to complete any business combination transaction in the form of a pooling of interestsagree; provided that Micron's independent accountants such restrictions shall have concludednot be more restrictive in duration or scope than restrictions imposed on (i) any Person which has been granted registration rights by the Company, (ii) any officer or director of the Company or (iii) any 1% holder of equity securities of the Company; and provided further, that except with regard to shares purchased pursuant to the IPO Allocation (defined below), such restrictions shall not apply to equity securities purchased in or after reasonable inquirysuch underwritten registration. Notwithstanding the foregoing, that, at any discretionary waiver of this Section by the relevant time with respect Company or underwriters shall apply to all persons subject to such proposed pooling agreements pro rata based on the number of interests transaction, TI is or was an "affiliate" of Micron for purposes of the accounting rules governing pooling of interests transactions. TI agrees that Micron may instruct its transfer agent shares subject to place stop-transfer notations in its records to enforce the provisions of the TI Public Offering Lock-Up and the TI Pooling Transaction Lock-Up contained in this Section 4.9(a)such agreements. (b) In connection with The Company agrees (i) not to effect any proposed public offering by TI sale or distribution of any Registrable Securities, Micron agrees that, upon the request of TI or the underwriters managing any underwritten offering of TI's its equity securities, Micron shall agree in writing (the "MICRON PUBLIC OFFERING LOCK-UP") that neither Micron (nor any Affiliate of Micron) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any, convertible into or grants of stock options exchangeable or issuances of Common Stock upon the exercise of outstanding stock options under Micron's existing employee benefit plans) now or hereafter acquired by Micron (or any Affiliate of Micron) or with respect to which Micron (or any Affiliate of Micron) has or hereafter acquires the power of disposition without the prior written consent of TI and such underwriters exercisable for such period of time securities, during the seven (not to exceed fourteen (147) days prior to and during the 60-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor or similar form), unless the underwriters managing the public offering is expected otherwise agree and (ii) to commence and ninety (90) days) cause each holder of its Common Stock, or any securities convertible into or exchangeable or exercisable for Common Stock, other than a Purchaser purchased from the Company at any time after the date of this Agreement (other than in a public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 of the final prospectus delivered to Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters for use in confirming sales in such offering) as may be requested by TI and managing the underwriters; provided, however, that neither Micron (nor any Affiliate of Micron) shall bound by such Micron Public Offering Lock-Up more than once during any 180-day periodpublic offering otherwise agree.

Market Standoff Agreements. (a) In connection with Notwithstanding anything contained herein to the public offering by Micron contrary, the Company may delay the filing of any registration statement and may withhold any and all efforts to cause such registration statement to be become effective if the Company determines in good faith that such registration will (i) materially and adversely interfere with or affect the negotiation or consummation of any actual or pending material transaction that is being contemplated by the Company (whether or not a final decision has been made to undertake such transaction), (ii) otherwise have a Material Adverse Effect on the Company or (iii) involve initial or continuing disclosure obligations that are not in the best interest of the Company’s stockholders; provided, however, that the Company may not exercise such right to delay or to withhold efforts more than once in any consecutive 12 month period or for more than ninety (90) days. Without in any way limiting the foregoing, if the Company exercises its right to delay or to withhold efforts pursuant to this Section 3(a), then the Company shall use commercially reasonable efforts to have the applicable registration statement filed or declared effective, as the case may be, at the earliest practicable date after the Company’s bases for delaying or withholding its efforts are no longer applicable. (b) The Company (i) shall not effect any public sale or distribution of its equity securities, TI agrees thator any securities convertible into or exchangeable or exercisable for such securities, upon during the period beginning on the date the Company receives a valid request of Micron or the underwriters managing any for an underwritten offering of Micron's securities, TI shall agree in writing (the "TI PUBLIC OFFERING LOCK-UP") that neither TI (nor permitted hereunder from any Affiliate of TI) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any) now or hereafter acquired by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron Holder and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and continuing until ninety (90) days after the commencement of an underwritten offering, unless the underwriters managing the registered public offering otherwise agree after consultation with a Majority-in-Interest and (ii) shall cause each executive officer and director of the Company, and shall use commercially reasonable efforts to cause each holder of five percent (5%) or greater of the then outstanding Common Stock of the Company and each additional holder of Common Stock of the Company, or any securities convertible into or exchangeable or exercisable for such Common Stock, purchased from the Company at any time after the date of this Agreement (other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144 under the final prospectus delivered to Securities Act) of any such securities during such period (except as part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. (c) Each Holder of Registrable Securities agrees that in connection with any public offering of the Company’s equity securities, or any securities convertible into or exchangeable or exercisable for use in confirming sales such securities, and upon the request of the managing underwriter(s) in such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), during the period commencing on the date that is ten (10) as may be requested by Micron days prior to the consummation of such offering and continuing until ninety (90) days after the underwriters; providedcommencement of an underwritten offering, however(i) offer, that neither TI (nor any Affiliate of TI) shall be bound by such TI Public Offering Lock-Up more than once during any twelve month period. Furthermorepledge, TI agrees that, at the request of Micron, TI shall agree in writing (the "TI POOLING TRANSACTION LOCK- UP") that neither TI (nor any Affiliate of TI) shall, directly or indirectly, offer to sell, contract to sell, make grant any short sale ofoption or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any securities of Micron now or hereafter acquired directly by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron for such period of time as shall be necessary for Micron to complete any business combination transaction in the form of a pooling of interests; provided that Micron's independent accountants shall have concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, TI is or was an "affiliate" of Micron for purposes of the accounting rules governing pooling of interests transactions. TI agrees that Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the TI Public Offering Lock-Up and the TI Pooling Transaction Lock-Up contained in this Section 4.9(a). (b) In connection with any proposed public offering by TI of any Registrable Securities, Micron agrees that, upon the request of TI or the underwriters managing any underwritten offering of TI's securities, Micron shall agree in writing (the "MICRON PUBLIC OFFERING LOCK-UP") that neither Micron (nor any Affiliate of Micron) will, directly or indirectly, offer any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock (whether such shares or any such securities are then owned by the Holder or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to sellanother, contract to sell, make any short sale of, in whole or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect toin part, any securities of Micron the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other than those securities, in cash or otherwise. The foregoing provisions of this Section 3(c) shall not apply to sales of Registrable Securities to be included in such registration statementoffering pursuant to Section 1 or Section 2, and shall be applicable to the holders of Registrable Securities only if anyall executive officers and directors of the Company and each holder of its Common Stock, or grants of stock options any securities convertible into or issuances of Common Stock upon the exercise of outstanding stock options under Micron's existing employee benefit plans) now exchangeable or hereafter acquired by Micron (or any Affiliate of Micron) or with respect to which Micron (or any Affiliate of Micron) has or hereafter acquires the power of disposition without the prior written consent of TI and such underwriters exercisable for such period of Common Stock, purchased from the Company at any time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days) after the date of the final prospectus delivered this Agreement (other than in a registered public offering) are subject to the underwriters for use in confirming sales in same restrictions. Each holder of Registrable Securities agrees to execute and deliver such offering) other agreements as may be reasonably requested by TI the Company or the managing underwriter and that are consistent with the underwriters; providedforegoing or otherwise necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3(c), howevereach holder of Registrable Securities shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3(c) in the event and to the extent that neither Micron (nor the managing underwriter or the Company permit any Affiliate discretionary waiver or termination of Micron) shall bound by such Micron Public Offering Lockthe restrictions of any lock-Up more than once during up agreement pertaining to any 180-day periodexecutive officer, director or other holder of Common Stock.

Market Standoff Agreements. (a) In connection with the public offering by Micron of any of its securities, TI Intel agrees that, upon the request of Micron or the underwriters managing any underwritten offering of Micron's securities, TI Intel shall agree in writing (the "TI INTEL PUBLIC OFFERING LOCK-UP") that neither TI Intel (nor any Affiliate of TIIntel) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any) now or hereafter acquired by TI Intel (or any Affiliate of TIIntel) or with respect to which TI Intel (or any Affiliate of TIIntel) has or hereafter acquires the power of disposition without the prior written consent of Micron and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Micron and the underwriters, except that Intel and its Affiliates shall be permitted to enter into transactions that have the effect of maintaining or continuing pre-existing Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms; provided, however, that neither TI in no event shall Intel (nor or any Affiliate of TIIntel) shall be bound by required to enter into such TI Public Offering Lock-Up an agreement more than once during any twelve (12) month period. Furthermore, TI if Intel is an Affiliate of Micron, Intel agrees that, at the request of Micron, TI Intel shall agree in writing (the "TI INTEL POOLING TRANSACTION LOCK- LOCK-UP") that, except for transactions that have the effect of maintaining or continuing pre-existing Hedging Transactions positions which transactions Micron's independent accountants determine (which determination shall be conclusive) may be permitted without affecting the accounting of a proposed business combination as a pooling of interests, neither TI Intel (nor any Affiliate of TIIntel) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any securities of Micron now or hereafter acquired directly by TI Intel (or any Affiliate of TIIntel) or with respect to which TI Intel (or any Affiliate of TIIntel) has or hereafter acquires the power of disposition without the prior written consent of Micron for such period of time as shall be necessary for Micron to complete any business combination transaction in the form of a pooling of interests; provided that Micron's independent accountants shall have concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, TI Intel is or was an "affiliate" of Micron for purposes of the accounting rules governing pooling of interests transactions. TI Intel agrees that Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the TI Intel Public Offering Lock-Up and the TI Intel Pooling Transaction Lock-Up contained in this Section 4.9(a). (b) In connection with any proposed public offering by TI Intel of any Registrable Securities, Micron agrees that, upon the request of TI Intel or the underwriters managing any underwritten offering of TIIntel's securities, Micron shall agree in writing (the "MICRON PUBLIC OFFERING LOCK-UP") that neither Micron (nor any Affiliate of Micron) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any, or grants of stock options or issuances of Common Stock upon the exercise of outstanding stock options under Micron's existing employee benefit plans) now or hereafter acquired by Micron (or any Affiliate of Micron) or with respect to which Micron (or any Affiliate of Micron) has or hereafter acquires the power of disposition without the prior written consent of TI Intel and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days) after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by TI Intel and the underwriters; provided, however, that neither Micron (nor any Affiliate of Micron) shall bound by such Micron Public Offering Lock-Up more than once during any 180-day period.

Market Standoff Agreements. (a) In connection with the public offering by Micron of any of its securities, TI Intel Capital agrees that, upon the request of Micron or the underwriters managing any underwritten offering of Micron's Micron securities, TI Intel Capital shall agree in writing (the "TI PUBLIC OFFERING LOCK“Intel Capital Public Offering Lock-UP"Up”) that neither TI Intel Capital (nor any Affiliate of TIIntel Capital) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any) now or hereafter acquired by TI Intel Capital (or any Affiliate of TIIntel Capital) or with respect to which TI Intel Capital (or any Affiliate of TIIntel Capital) has or hereafter acquires the power of disposition without the prior written consent of Micron Micron) and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by Micron and the underwriters, except that Intel Capital and its Affiliates shall be permitted to enter into transactions that have the effect of maintaining or continuing pre-existing Hedging Transaction positions by continuing, renewing or replacing any such positions on substantially equivalent terms; provided, however, that neither TI in no event shall Intel Capital (nor or any Affiliate of TIIntel Capital) shall be bound by required to enter into such TI Public Offering Lock-Up an agreement more than once during any twelve (12) month period. Furthermore, TI agrees that, at the request of Micron, TI shall agree in writing (the "TI POOLING TRANSACTION LOCK- UP") that neither TI (nor any Affiliate of TI) shall, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, pledge or grant any options or rights with respect to, any securities of Micron now or hereafter acquired directly by TI (or any Affiliate of TI) or with respect to which TI (or any Affiliate of TI) has or hereafter acquires the power of disposition without the prior written consent of Micron for such period of time as shall be necessary for Micron to complete any business combination transaction in the form of a pooling of interests; provided that Micron's independent accountants shall have concluded, after reasonable inquiry, that, at the relevant time with respect to such proposed pooling of interests transaction, TI is or was an "affiliate" of Micron for purposes of the accounting rules governing pooling of interests transactions. TI Intel Capital agrees that Micron may instruct its transfer agent to place stop-transfer notations in its records to enforce the provisions of the TI Intel Capital Public Offering Lock-Up and the TI Pooling Transaction Lock-Up contained in this Section 4.9(a). (b) In connection with any proposed public offering by TI Intel Capital of any Registrable Securities, Micron agrees that, upon the request of TI Intel Capital or the underwriters managing any underwritten offering of TI's Intel Capital’s securities, Micron shall agree in writing the (the "MICRON PUBLIC OFFERING LOCK“Micron Public Offering Lock-UP"Up”) that neither Micron (nor any Affiliate of Micron) will, directly or indirectly, offer to sell, contract to sell, make any short sale of, or otherwise sell, dispose of, loan, gift, pledge or grant any options or rights with respect to, any securities of Micron (other than those included in such registration statement, if any, or grants of stock options or issuances of Common Stock upon the exercise of outstanding stock options under Micron's ’s existing employee benefit plans) now or hereafter acquired by Micron (or any Affiliate of Micron) or with respect to which Micron (or any Affiliate of Micron) has or hereafter acquires the power of disposition without the prior written consent of TI Intel Capital and such underwriters for such period of time (not to exceed fourteen (14) days prior to the date such offering is expected to commence and ninety (90) days) after the date of the final prospectus delivered to the underwriters for use in confirming sales in such offering) as may be requested by TI Intel Capital and the underwriters; provided, however, that neither Micron (nor any Affiliate of Micron) shall be bound by such Micron Public Offering Lock-Up more than once during any 180-day period.