Intel 1997 Annual Report Download - page 30

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there are any at the time, shall have been provided a reasonable opportunity to state their views therein with respect to such proposed Business
Combination and to include therewith an opinion of an independent investment banking or appraisal firm selected by the Disinterested
Directors with respect to such Business Combination.
(3) For purposes of this Article 10;
(A) An "Affiliate" of a person shall mean any person who, directly or indirectly, controls, is controlled by or is under common control with
such person.
(B) "Announcement Date" with respect to any Business Combination means the date on which the proposal of such Business Combination is
publicly announced.
(C) An "Associate" shall mean
(i) with respect to a corporation or association, any officer or director thereof or of a subsidiary thereof,
(ii) with respect to a partnership, any general partner thereof or any limited partner thereof having a ten percent ownership interest in such
partnership,
(iii) with respect to any other trust or an estate, any officer or trustee thereof or of any subsidiary thereof,
(iv) with respect to any other trust or an estate, any trustee, executor or similar fiduciary and any person who has a substantial interest as a
beneficiary of such trust or estate,
(v) with respect to a natural person, the spouses and children thereof and any other relative thereof or of the spouse thereof who has the same
home, and
(vi) any Affiliate of any such person.
(D) A person shall be a "Beneficial Owner" of, or have "Beneficial Ownership" of or "Beneficially Own," any Capital Stock over which such
person or any of its Affiliates or Associates, directly or indirectly, through any contract, arrangement, understanding or relationship, has or
shares or, upon the exercise of any conversion right, exchange right, warrant, option or similar interest (whether or not then exercisable), would
have or share either (i) voting power (including the power to vote or