Intel 2005 Annual Report Download - page 198

repurchase the Securities through the issuance of shares of Common Stock or the delivery of Acquiror Securities, the Company shall pay the entire
Fundamental Change Repurchase Price of the Securities in cash.
Promptly after determination of the actual number of shares of Common Stock or Acquiror Securities to be issued upon repurchase of Securities,
the Company shall be required to disseminate a press release through Dow Jones & Company, Inc. or Bloomberg Business News containing the
information required by the Fundamental Change Company Notice or shall publish the information on the Company’s website or through such other
public medium as the Company may use at that time.
All shares of Common Stock and Acquiror Securities delivered upon repurchase of the Securities shall be duly authorized, validly issued, fully paid
and nonassessable.
If a Holder of a repurchased Security is paid in shares of Common Stock or Acquiror Securities, the Company shall pay any documentary, stamp or
similar issue or transfer tax due on such issue of Common Stock. However, the Holder shall pay any such tax that is due because the Holder requests
that the Common Stock or Acquiror Securities be issued in a name other than the Holder’s name. The Trustee (or other Paying Agent appointed by the
Company) may refuse to deliver the certificates representing the shares of Common Stock or Acquiror Securities being issued in a name other than the
Holder’
s name until the Trustee (or other paying agent appointed by the Company) receives a sum sufficient to pay any tax that will be due because the
shares of Common Stock are to be issued in a name other than the Holder’s name. Nothing herein shall preclude any income tax withholding required
by law or regulations.
Section 8.02 . Effect of Fundamental Change Repurchase Notice.
Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice
specified in Section 8.01(a), the Holder of the Security in respect of which such Fundamental Change Repurchase Notice was given shall (unless such
Fundamental Change Repurchase Notice is withdrawn as specified in the following two paragraphs) thereafter be entitled to receive solely the
Fundamental Change Repurchase Price with respect to such Security. Such Fundamental Change Repurchase Price shall be paid to such Holder,
subject to receipt of funds by the Paying Agent, promptly following the later of (x) the Fundamental Change Repurchase Date with respect to such
Security (provided the conditions in Section 8.01(a) have been satisfied) and (y) the time of delivery of such Security to the Paying Agent by the
Holder thereof in the manner required by Section 8.01(b).
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