Intel 2005 Annual Report Download - page 200

Section 8.05 . Securities Repurchased in Whole or in Part. Any Security that is to be repurchased, whether in whole or in part, shall be surrendered
at the office of the Paying Agent (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing) and the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of such Security, without service charge, a new Security or
Securities, of any authorized denomination as requested by such Holder in aggregate Principal Amount equal to, and in exchange for, the portion of the
Principal Amount of the Security so surrendered which is not repurchased.
Section 8.06 . Covenant to Comply With Securities Laws Upon Repurchase of Securities. In connection with any offer to repurchase Securities
under Section 8.01 (provided that such offer or repurchase constitutes an “issuer tender offer” for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of such offer or repurchase), the Company shall (i) comply with
Rule 13e-4 and Rule 14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any successor schedule, form or report) under the Exchange
Act, and (iii) otherwise comply with all Federal and state securities laws so as to permit the rights and obligations under Section 8.01 to be exercised in
the time and in the manner specified in Section 8.01.
Section 8.07 . Repayment to the Company. The Trustee and the Paying Agent shall return to the Company any cash that remains unclaimed,
together with interest or dividends, if any, thereon, held by them for the payment of the Fundamental Change Repurchase Price; provided that to the
extent that the aggregate amount of cash, Common Stock and/or Acquiror Securities deposited by the Company pursuant to Section 8.04 exceeds the
aggregate Fundamental Change Repurchase Price of the Securities or portions thereof which the Company is obligated to repurchase as of the
Fundamental Change Repurchase Date, then as soon as practicable following the Fundamental Change Repurchase Date, the Trustee or the Paying
Agent, as the case may be, shall return any such excess to the Company.
ARTICLE 9
C
ONVERSION
Section 9.01 . Conversion Obligation.
(a) Upon compliance with the provisions of this Article 9, a Holder shall have the right, at such Holder’s option, to convert all or any portion (if the
portion to be converted is in a Principal Amount of $1,000 or an integral multiple
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