AMD 1996 Annual Report Download - page 63

so approved, cease for any reason to constitute a majority of the
Board of Directors;
(iii) there is consummated a merger or consolidation of the
Company or a Subsidiary thereof with or into any other corporation,
other than a merger or consolidation which would result in the holders
of the voting securities of the Company outstanding immediately prior
thereto holding securities which represent immediately after such
merger or consolidation more than 50% of the combined voting power of
the voting securities of either the Company or the other entity which
survives such merger or consolidation or the parent of the entity
which survives such merger or consolidation; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or there is consummated the sale or
disposition by the Company of all or substantially all of the
Company's assets, other than a sale or disposition by the Company of
all or substantially all of the Company's assets to an entity, at
least 80% of the combined voting power of the voting securities of
which are owned by persons in substantially the same proportions as
their ownership of the Company immediately prior to such sale.
Notwithstanding the foregoing (i) no "Change of Control" shall be
deemed to have occurred if there is consummated any transaction or series of
integrated transactions immediately following which the record holders of the
Common Stock of the Company immediately prior to such transaction or series of
transactions continue to have substantially the same proportionate ownership in
an entity which owns all or substantially all of the assets of the Company
immediately prior to such transaction or series of transactions and (ii) "Change
of Control" shall exclude the acquisition of securities representing more than
20% of either the then outstanding shares of the Common Stock of the Company or
the combined voting power of the Company's then outstanding voting securities by
the Company or any of its wholly owned subsidiaries, or any trustee or other
fiduciary holding securities of the Company under an employee benefit plan now
or hereafter established by the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as
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amended.
(d) "Committee" shall mean a committee of the Board of Directors,
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as described in Section 3(a).
(e) "Company" shall mean NexGen, Inc., a Delaware corporation, its
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parent corporation, or its successor.
(f) "Employee" shall mean:
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(i) Any individual who is a common-law employee of the Company or
of a Subsidiary;
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997