Silicon Laboratories International Pte Sample Clauses

Silicon Laboratories International Pte. Ltd., a company limited by shares under the laws of the Republic of Singapore (the “Purchaser”). (1) (3) above collectively the “Sellers” and (1) – (4) collectively the “Parties” and each a “Party” (A) The Investor Seller owns 5,896,883 shares (corresponding to approximately 84.88 % of all issued shares and 82.34 % of the fully diluted shares) in Bluegiga Technologies Oy, a Finnish limited liability company with Business Identity Code 0934238-1, having its registered domicile in Espoo, Finland (the “Company”), which shares, together with (i) the shares in the Company owned by the Individual Share Sellers, the aggregate number of such shares totaling 874,309 shares; and (ii) the shares in the Company owned by other shareholders specified in Appendix A.2 (the “Non-Party Share Sellers”), the aggregate number of such shares totaling 176,000 shares, constitute all of the issued and outstanding shares in the Company (the “Shares”). (B) The Individual Option Sellers own 214,392 share options in the Company (the “Share Options”), which Share Options may be converted into a total of 214,392 new shares in the Company. The Share Options constitute all of the issued and outstanding share options in the Company. (C) The Investor Seller has granted and certain other lenders specified in Appendix C (the “Non-Party Capital Loan Sellers”) have granted the Company capital loans (as defined in Chapter 12, Section 1 of the Finnish Companies’ Act, statute 624/2006, as amended) with an aggregate outstanding principal amount and aggregate accrued and outstanding interest amount (whether or not recognized), in each case, as set out in detail in Appendix C (the “Capital Loans”). The aggregate euro amount of principal and interest on all such capital loans is also set forth on Appendix C as the “Aggregate Capital Loan Amount.” (D) The Company, directly and through its Subsidiaries, is engaged in the Business. The Company has two fully owned subsidiaries, Bluegiga Technologies Ltd, in Hong Kong, (the “Hong Kong Subsidiary”) and Bluegiga Technologies Inc., a Delaware corporation with its commercial domicile in Duluth, Georgia USA (the “U.S. Subsidiary”). (E) The Sellers, together with the Non-Party Share Sellers and the Non-Party Capital Loan Sellers, desire to sell the Shares, the Share Options and the Capital Loans and the Purchaser desires to purchase the Shares, the Share Options and the Capital Loans, effective at the Closing.
Sample 1
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