Intel 2005 Annual Report Download - page 101

(t) “ Majority Holders ” shall mean, on any date, holders of the majority of the Shares constituting Registrable Securities; for the purposes of
this definition, Holders of Debentures constituting Registrable Securities shall be deemed to be the Holders of the number of Shares into which
such Debentures are or would be convertible as of such date.
(u) “ NASD ” shall mean the National Association of Securities Dealers, Inc.
(v) “ Notice and Questionnaire ” means a written notice delivered to the Company containing the information called for by the Form of
Selling Securityholder Notice and Questionnaire attached as Annex A to the Offering Memorandum.
(w) “ Notice Holder ”
means, on any date, any Holder that has delivered a properly completed Notice and Questionnaire to the Company on or
prior to such date.
(x) “ Offering Memorandum ” means the Offering Memorandum dated December 13, 2005 relating to the offer and sale of the Securities.
(y) “ Person ” means a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or
governmental agency.
(z) “ Prospectus ” means the prospectus included in any Shelf Registration Statement, as amended or supplemented by any amendment or
prospectus supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be incorporated
by reference in such Prospectus.
(aa) “ Purchase Agreement ” has the meaning specified in the first paragraph of this Agreement.
(bb) “ Registrable Securities ” means the Securities; provided, however, that such Securities shall cease to be Registrable Securities when
(i) in the circumstances contemplated by Section 2(a), a registration statement registering such Securities under the Securities Act has been
declared or becomes effective and such Securities have been sold or otherwise transferred by the Holder thereof pursuant to such effective
registration statement; (ii) such Securities are sold pursuant to Rule 144 under circumstances in which any legend borne by such Securities
relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or such Securities are eligible to be sold
pursuant to Rule 144(k) or any successor provision; or (iii) such Securities shall cease to be outstanding (including, in the case of the Debentures,
upon conversion into Shares).
(cc) “ Registration Default ” has the meaning assigned thereto in Section 2(d).
(dd) “ Registration Expenses ” has the meaning assigned thereto in Section 5.
(ee) “ Rule 144 ,” “ Rule 405 ” and “ Rule 415 ” means, in each case, such rule as promulgated under the Securities Act.
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