Common use of CONDITIONS PRECEDENT TO THE INITIAL PUBLIC OFFERING Clause in Contracts

CONDITIONS PRECEDENT TO THE INITIAL PUBLIC OFFERING. In no event shall the Initial Public Offering occur unless the following conditions shall, unless waived by Phoenix in its sole discretion, have been satisfied: (a) The Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop-order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 shall have been taken and, where applicable, have become effective or been accepted. (c) inSilicon's Board of Directors, as named in the Registration Statement, shall have been elected by Phoenix, as sole stockholder of inSilicon, and the Company Certificate and Company Bylaws shall be in effect. (d) inSilicon and Phoenix shall have entered into the Underwriting Agreement and all conditions to the obligations of inSilicon and the Underwriters shall have been satisfied or waived. (e) The Common Stock shall have been approved for quotation in the Nasdaq National Market, subject to official notice of issuance. (f) Each of the Ancillary Agreements, in form and substance satisfactory to Phoenix, shall have been executed by the parties thereto and shall remain in full force and effect and each of the transactions contemplated by the Ancillary Agreements to be consummated on or before the Effective Initial Public Offering Date shall have been consummated. (g) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the Initial Public Offering or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (h) Phoenix shall have been released from any Liabilities, guarantees or other obligations with respect to any indebtedness or otherwise of inSilicon or its subsidiaries. (i) Such other actions as the parties may, based upon the advice of counsel, reasonably request to be taken before the Initial Public Offering in order to assure the successful completion of the Initial Public Offering and the other transactions contemplated by this Agreement shall have been taken. (j) This Agreement shall not have been terminated.

CONDITIONS PRECEDENT TO THE INITIAL PUBLIC OFFERING. In no event shall the Initial Public Offering occur unless the following conditions shall, unless waived by Phoenix in its sole discretion, have been satisfied: (a) The Registration Statement shall have been filed and declared effective by the Commission, and there shall be no stop-order in effect with respect thereto. (b) The actions and filings with regard to state securities and blue sky laws of the United States (and any comparable laws under any foreign jurisdictions) described in Section 2.1 shall have been taken and, where applicable, have become effective or been accepted. (c) inSilicon's Board of Directors, as named in the Registration Statement, shall have been elected by Phoenix, as sole stockholder of inSilicon, and the Company Certificate and Company Bylaws shall be in effect. (d) inSilicon and Phoenix shall have entered into the Underwriting Agreement and all conditions to the obligations of inSilicon and the Underwriters shall have been satisfied or waived. (e) The Common Stock shall have been approved for quotation in the Nasdaq National Market, subject to official notice of issuance. (f) Each of the Ancillary Agreements, in form and substance satisfactory to Phoenix, shall have been executed by the parties thereto and shall remain in full force and effect and each of the transactions contemplated by the Ancillary Agreements to be consummated on or before the Effective Initial Public Offering Date shall have been consummated. (g) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any Governmental Authority, shall be in effect preventing the Initial Public Offering or any of the other transactions contemplated by this Agreement or any Ancillary Agreement shall be in effect. (h) Phoenix shall have been released from any Liabilities, guarantees or other obligations with respect to any indebtedness or otherwise of inSilicon or its subsidiaries.. 5 (i) Such other actions as the parties may, based upon the advice of counsel, reasonably request to be taken before the Initial Public Offering in order to assure the successful completion of the Initial Public Offering and the other transactions contemplated by this Agreement shall have been taken. (j) This Agreement shall not have been terminated.