Marvell Technology Group (MRVL)

4.04         Non-Contravention.

(a)   Neither Buyer nor any Buyer Designee is in, nor does the conduct of its business as proposed to be conducted as disclosed in its SEC Documents result in, any violation, breach or default of any term of Buyer’s Memorandum of Association or Bye-laws or other charter documents of the Buyer Designees, or contravene or constitute a default under any material agreement to which Buyer or any Buyer Designee is a party or by which it may be bound, or of any provision of any Applicable Law binding upon or applicable to Buyer or any Buyer Designee.

(b)   Except for matters that would not reasonably be expected to have a Buyer Material Adverse Effect, the execution, delivery and performance of this Agreement and the other Acquisition Documents by Buyer and each Buyer Designee, where applicable, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) contravene or conflict with the Memorandum of Association or Bye-laws of Buyer or other charter documents of the Buyer Designees, (b) assuming receipt of Buyer Approvals that are Governmental Approvals, contravene or conflict with or constitute a violation of any provision of any Applicable Law binding upon or applicable to Buyer or any Buyer Designee, respectively, or (c) assuming receipt of Buyer Approvals that are not Governmental Approvals, contravene or constitute a default under any material agreement to which Buyer or any Buyer Designee is a party or by which it may be bound.