Intel 2005 Annual Report Download - page 102

(ff) “ Securities ” means, collectively, the Debentures and the Shares.
(gg) “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
(hh) “ Shares ” means the shares of common stock of the Company, par value $0.001 per share, into which the Debentures are convertible or
that have been issued upon any conversion from Debentures into common stock of the Company.
(ii) “ Shelf Registration Statement ” means the shelf registration statement referred to in Section 2(a), as amended or supplemented by any
amendment or supplement, including post-effective amendments, and all materials incorporated by reference or explicitly deemed to be
incorporated by reference in such Shelf Registration Statement.
(jj) “ Special Counsel ” shall have the meaning assigned thereto in Section 5.
(kk) “ Subsidiary ” has the meaning set forth in Rule 405 under the Securities Act.
(ll) “ Trust Indenture Act ” means the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms
promulgated thereunder, all as the same shall be amended from time to time.
(mm) “ Trustee ” shall have the meaning assigned such term in the Indenture.
Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this
Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any
particular Section or other subdivision. Unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including
any successor statute, rule or regulation thereto) as it may be amended from time to time.
2. Registration Under the Securities Act.
(a) The Company agrees to file under the Securities Act within 180 days after the Closing Date, a shelf registration statement providing for the
registration of, and the sale on a continuous or delayed basis by the Holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission. The Company agrees to use its reasonable best efforts to cause the Shelf Registration
Statement to become or be declared effective within 180 days after the Closing Date and to keep such Shelf Registration Statement continuously
effective until the earlier of (i) the second anniversary of the Closing Date or (ii) such time as there are no longer any Registrable Securities
outstanding (the “ Effective Period ”).
(b) The Company further agrees that it shall cause the Shelf Registration Statement and the related Prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i)
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