Intel 1997 Annual Report Download - page 32

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York time during the 90 trading days immediately preceding the date in question reported in the Consolidated Transaction Reporting System
(as heretofore defined) or, if such stock is not so reported, the average of the highest reported bid and the lowest reported asked quotations for a
share of such stock furnished by the National Association of Securities Dealers Automated Quotation System or any successor quotation
reporting system or, if quotations are not available in such system, as furnished by the National Quotation Bureau Incorporated or, if quotations
are not available in such system, any similar organization furnishing quotations and, if no such quotations are available, the fair market value
on the date in question of a share of such stock as determined by a majority of the Disinterested Directors in good faith and (ii) in the case of
property other than cash or stock, the fair market value of such stock or property, as the case may be, on the date in question as determined by a
reputable investment banking or appraisal firm in good faith (such firm to be engaged solely on behalf of the stockholders other than the
Interested Stockholder, to be paid a reasonable fee for their services by the Corporation upon receipt of such opinion and which fee shall not be
contingent on the consummation of the action or transaction, to be a firm which has not previously been associated with or rendered substantial
services to or acted as manager of an underwriting or as agent for the Interested Stockholder or any other person whose stock in the
Corporation or any Subsidiary the Interested Stockholder beneficially owns or controls, and to be selected by a majority of the Disinterested
Directors) and which value has been approved by a majority of the Disinterested Directors in good faith.
(I) "Interested Stockholder" shall mean any person, other than the Corporation, any Subsidiary or any employee benefit plan of the Corporation
or any Subsidiary, who or which (i) is the Beneficial Owner, directly or indirectly, of shares of Capital Stock which are entitled to cast five
percent or more of the total votes which all of the then outstanding shares of Capital Stock are entitled to cast in the election of directors or is
an Affiliate or Associate of any such person or (ii) acts with any other person as a partnership, limited partnership, syndicate, or other group for
the purpose of acquiring, holding or disposing of securities of the Corporation, and such group is the Beneficial Owner, directly or indirectly,
of shares of Capital Stock which are entitled to cast five percent or more of the total votes which all of the then outstanding shares of Capital
Stock are entitled to cast in the election of directors, and any reference to a particular Interested Stockholder involved in a Business
Combination shall also refer to any Affiliate or Associate thereof, any predecessor thereto and any other person acting as a member of a
partnership, limited partnership, syndicate or group