Intel 2005 Annual Report Download - page 109

nationally-recognized counsel experienced in such matters, determine to be required to be included therein by applicable law and make any
required filings of such Prospectus supplement or such post-effective amendment as promptly as reasonably practicable after the receipt of
such written request from the Initial Purchaser or Notice Holder; provided, that the Company shall not be required to take any actions under
this Section 3(a)(ix) that are not, in the reasonable opinion of counsel for the Company, in compliance with or necessary under applicable
law;
(x) during the Effective Period, promptly furnish to each Notice Holder and the Initial Purchaser, upon their request and without charge,
at least one conformed copy of the Shelf Registration Statement and any amendments thereto, including financial statements but excluding
schedules, all documents incorporated or deemed to be incorporated therein by reference and all exhibits; provided, however, that the
Company shall have no obligation to deliver to Notice Holders or the Initial Purchaser a copy of any amendment consisting exclusively of an
Exchange Act report or other Exchange Act filing otherwise publicly available on the Company’s website;
(xi) during the Effective Period, deliver to each Notice Holder in connection with any sale of Registrable Securities pursuant to the Shelf
Registration Statement, without charge, as many copies of the Prospectus relating to such Registrable Securities (including each preliminary
prospectus) and any amendment or supplement thereto as such Notice Holder may reasonably request; and the Company hereby consents
(except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment
or supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such
Prospectus or any amendment or supplement thereto in the manner set forth therein; and
(xii) during the Effective Period, cooperate with the Notice Holders of Securities to facilitate the timely preparation and delivery of
certificates representing Securities to be sold pursuant to the Shelf Registration Statement free of any restrictive legends and in such
denominations permitted by the Indenture and registered in such names as the Holders thereof may request in writing at least two Business
Days prior to settlement of sales of Securities pursuant to such Shelf Registration Statement; provided, that nothing herein shall require the
Company to deliver certificated Securities to any beneficial holder of Securities, except as required by the Indenture.
(b) Upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation
of proceedings with respect to the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or
the existence of any Material Event as a result of which the Shelf Registration Statement shall contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or any Prospectus shall
contain any untrue
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