Intel 1997 Annual Report Download - page 28

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(i) the aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of any
consideration other than cash to be received per share by holders of Capital Stock in such Business Combination, shall be at least equal to the
higher of the following:
(a) if applicable, the highest per share price (including any brokerage commissions, transfer taxes, soliciting dealers' fees and other expenses)
paid by the Interested Stockholder involved in such Business Combination for any shares of Capital Stock acquired by it during the five-year
period immediately prior to the consummation date of such Business Combination; and
(b) the Fair Market Value per share of Capital Stock on the Determination Date (as hereinafter defined) in respect of such Interested
Stockholder, the Announcement Date (as hereinafter defined) or the consummation date of such Business Combination, whichever is highest;
provided, however, that the prices referred to in the foregoing clauses (a) and (b) of this subparagraph (i) shall be adjusted to reflect fairly any
stock dividend, stock split, reverse stock split, combination of shares, recapitalization, reorganization or similar event affecting the number of
shares of Capital Stock outstanding and the market price per share of outstanding shares of Capital Stock which has occurred after the date as
of which such price is determined; and
(ii) unless otherwise specifically required by law, the holders of shares of Capital Stock shall have the right, at their option, to receive payment
in cash as the consideration for their shares in the Business Combination, if cash was previously paid by the Interested Stockholder involved in
such Business Combination in order to acquire any shares of Capital Stock or any interest in shares of Capital Stock within the two-year period
immediately prior to the Announcement Date; and
(iii) after the Determination Date in respect of the Interested Stockholder involved in such Business Combination and prior to the
consummation of such Business Combination:
(a) if regular dividends have been paid by the Corporation, except as approved by a majority of the Disinterested