Explanation of Corporate Reorganization

0039-EX-TU-2005 Text Documents

Flarion Technologies, Inc.

2005-12-21ELS_73889

Form 703
Flarion Technologies Inc./Quartz Acquisition Corp./QUALCOMM Incorporated
Transfer of Control Application
Exhibit II.1.


                               Explanation of Corporate Reorganization



            As is described more fully in Exhibit I.5. to this application, the Plan of Reorganization
contemplates that two mergers will occur immediately after one another. First, Flourite will
merge into Flarion Technologies, Inc (“Flarion”), with Flarion the surviving corporation,
controlled by QUALCOMM as the corporate parent of Flourite. Second, Flarion will be merged
into Quartz Acquisition Corporation (“Quartz”), a wholly-owned subsidiary of QUALCOMM
Incorporated (“QUALCOMM”). Quartz will be the surviving corporation. To the extent the
Commission believes that a pro forma assignment of the subject license, from Flarion to Quartz,
is necessary, applicants respectfully request that the Commission consent to such an assignment
as part of this application.




W671418.1



Document Created: 2019-04-27 17:26:35
Document Modified: 2019-04-27 17:26:35

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