Intel 2005 Annual Report Download - page 154

Redemption at the Option of the Company . No sinking fund is provided for the Securities. The Securities are redeemable as a whole, or from time
to time in part, (i) at any time commencing on December 15, 2012 at the option of the Company if the Last Reported Sale Price of the Company’s
Common Stock has been greater than or equal to 130% of Conversion Price then in effect for at least 20 Trading Days during any 30 consecutive
Trading Day period prior to the date on which the Company provides notice of redemption and (ii) on or prior to June 12, 2006, if certain U.S. federal
tax legislation, regulations or rules are enacted or are issued. The redemption price (the “ Redemption Price ”) for any such redemption is equal to
(a) in the case of a redemption described in clause (i) above, 100%, expressed as a percentage of the Principal Amount of Securities to be redeemed,
together with accrued and unpaid Interest to, but excluding, the Redemption Date and (b) in the case of a redemption described in clause (ii) above,
101.5%, expressed as a percentage of the Principal Amount of Securities to be redeemed, together with accrued and unpaid Interest to, but excluding,
the Redemption Date and, if the Conversion Value of the Securities being redeemed exceeds their Initial Conversion Value, 77% of the amount
determined by subtracting the Initial Conversion Value of the Securities being redeemed from their Conversion Value.
Repurchase by the Company at the Option of the Holder Upon a Fundamental Change . Subject to the terms and conditions of the Indenture, the
Company shall become obligated, at the option of the Holder, to repurchase the Securities if a Fundamental Change occurs at any time prior to the
Stated Maturity at 100% of the Principal Amount plus accrued and unpaid Interest to, but excluding, the Fundamental Change Repurchase Date (the “
Fundamental Change Repurchase Price ”), which Fundamental Change Repurchase Price will be paid in cash; provided that the Company may
elect, subject to the satisfaction of certain conditions described in the Indenture, to pay all or a portion of the Fundamental Change Repurchase Price in
Common Stock, Acquiror Securities or a combination thereof. The number of shares of Common Stock or Acquiror Securities that a Holder will
receive will equal the quotient obtained by dividing (i) the portion of the Fundamental Change Repurchase Price to be paid in shares of Common Stock
or Acquiror Securities, as applicable, by (ii) 95% of the average Closing Price of the shares of Common Stock or Acquiror Securities, as applicable, for
the five Trading Day period immediately preceding and including the third Trading Day immediately preceding the Fundamental Change Repurchase
Date, subject to adjustment as described in the Indenture.
Withdrawal of Repurchase Notice and Fundamental Change Repurchase Notice . Holders have the right to withdraw, in whole or in part, any
Repurchase Notice or Fundamental Change Repurchase Notice, as the case may be, by delivering to the Paying Agent a written notice of withdrawal in
accordance with the provisions of the Indenture.
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