Intel 2005 Annual Report Download - page 202

multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to the adjustment giving rise to the Stock Price
adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares within the table shall be
adjusted in the same manner as the Conversion Rate as set forth in Section 9.03 (other than by operation of an adjustment to the Conversion Rate
by adding Additional Shares).
(iv) If at any time the Company obtains knowledge that a Make-Whole Fundamental Change will occur, then, no later than 30 Business Days
prior to the anticipated effective date of such Make-Whole Fundamental Change (or, in the event that the Company obtains knowledge of such
Make-Whole Fundamental Change less than 30 Business Days before such anticipated effective date, no later than 3 Business Days after the date
on which the Company obtains such knowledge), the Company shall notify Holders of the Securities, the Trustee and the Paying Agent of the
occurrence and anticipated effective date of such Make-Whole Fundamental Change and shall disseminate a press release through Reuters
Economic Services and Bloomberg Business News stating that it expects a Make-Whole Fundamental Change to occur with respect to the
Securities and identifying the anticipated effective date of such Make-Whole Fundamental Change.
Section 9.02 . Conversion Procedure.
(a) Upon conversion of any Security, subject to this Section 9.02, Section 9.01 and Section 9.06, the Company will satisfy the Conversion
Obligation with respect to each $1,000 Principal Amount of Securities tendered for conversion by delivering either (i) on the fifth Business Day
following the related Conversion Date, shares of fully paid Common Stock equal to the Conversion Rate or (ii) on the tenth Business Day following
the related Conversion Date, cash or a combination of cash and the Company’s Common Stock as provided in Section 9.02(b) or Section 9.02(c), as
applicable. In either case, the Company will deliver cash in lieu of fractional shares of Common Stock as set forth pursuant to clause (l) below.
(b) If any adjustment to the Conversion Rate or conversion of Securities pursuant to this Article 9 would require the Company to issue shares of
Common Stock in excess of the amount permitted by applicable listing standards of The Nasdaq National Market to be issued without approval by the
Company’s stockholders, the Company shall either (i) obtain the approval of its stockholders with respect to such issuance or (ii) in lieu of delivering
shares of Common Stock in excess of such limitations, pay cash on a pro rata basis to the Holders of Securities being converted in an amount per share
of Common Stock equal to the Last Reported Sale Price for the Company’s Common Stock on the Trading Day
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