Marvell Technology Group (MRVL)

(c)   the assumption of the Assumed Liabilities by Buyer (together with the Cash Consideration and the Stock Consideration, the “Consideration”).

For purposes of this Section 2.07, each determination with respect to Buyer Common Stock shall be based upon the Buyer Stock Market Price.

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2.08         Closing.  The closing of the purchase and sale of the Transferred Assets and Transferred Shares hereunder (the “Closing”) shall take place at the offices of Gibson, Dunn & Crutcher LLP, 1881 Page Mill Road, Palo Alto, CA 94304 on the date that is five (5) days after satisfaction of the conditions set forth in Article VI or at such other place or in such manner as the Parties may agree.  At the Closing:

(a)   Seller shall deliver to Buyer the Bill of Sale and, simultaneously with the consummation of the transactions contemplated hereby, Seller, through its officers, agents and employees, will put Buyer in possession of all tangible Transferred Assets at the facilities where they are located as of the Effective Time;

(b)   To the extent not previously executed and delivered by the Parties to become effective upon Closing, Seller and Buyer each shall execute and deliver (or cause their applicable Affiliates or Subsidiaries to execute and deliver) each of the Acquisition Documents to which it is (or they are) a party;