Intel 1997 Annual Report Download - page 31

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to direct the voting) of such security or (ii) investment power (including the power to dispose or direct the disposition) of such security. For the
purposes of determining whether a person is an Interested Stockholder, the number of shares of Capital Stock deemed to be outstanding shall
include any shares Beneficially Owned by such Person even though not actually outstanding, but shall not include any other shares of Capital
Stock which are not outstanding but which may be issuable to other persons pursuant to any agreement, arrangement or understanding, or upon
exercise of any conversion right, exchange right, warrant, option or similar interest.
(E) "Consolidated Transaction Reporting System" shall mean the system of reporting securities information operated under the authority of
Rule 11Aa3-1 under the Securities Exchange Act of 1934, as such rule may from time to time be amended, and any successor rule or rules.
(F) "Determination Date" in respect of an Interested Stockholder shall mean the date on which such Interested Stockholder first became an
Interested Stockholder.
(G) "Disinterested Director" shall mean any member of the Board of Directors of the Corporation who is not an Affiliate or Associate of, and
was not directly or indirectly a nominee of, any Interested Stockholder involved in such Business Combination or any Affiliate or Associate of
such Interested Stockholder and who
(i) was a member of the Board of Directors of Intel Corporation, a California corporation, on April 16, 1986; (ii) was a member of the Board of
Directors of the Corporation prior to the time that such Interested Stockholder became an Interested Stockholder or
(iii) is a successor of a Disinterested Director and was nominated to succeed a Disinterested Director by a majority of the Disinterested
Directors on the Board of Directors at the time of his nomination. Any reference to "Disinterested Directors" shall refer to a single
Disinterested Director if there be but one. Any reference to an approval, designation or determination by a majority of the Disinterested
Directors shall mean such approval, designation or determination by a committee of the Board of Directors comprised of all Disinterested
Directors and exercising its authority as a committee of the Board to the extent permissible by law.
(H) "Fair Market Value" as of any particular date shall mean (i) in the case of stock, the average of the closing sale price during the 90 trading
days immediately preceding the date in question of a share of such stock on the principal United States securities exchange registered under the
Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the average of the last sale
prices at 4:00 p.m. New