Intel 2005 Annual Report Download - page 203

immediately prior to the Conversion Date, as determined by the Company or its agent.
(c) If there is no Event of Default with respect to the Securities that is continuing, then the Company may, at its option, in lieu of delivering shares
of Common Stock, elect to pay the Holder surrendering such a Security for conversion an amount of cash equal to the average, as determined by the
Company or its agent, of the Last Reported Sale Price of the Company’s Common Stock for the five consecutive Trading Days immediately following
(i) the date of delivery of notice of the Company’s election to deliver cash if the Company has not given notice of redemption with respect to such
Security pursuant to Section 7.03, or (ii) the Conversion Date, in the case of a conversion following the delivery by the Company of a notice of
redemption with respect to such Security pursuant to Section 7.03, specifying that the Company intends to deliver cash upon conversion, in either case
multiplied by the number of shares of Common Stock issuable upon conversion of such Security on that date. If the Company elects to deliver cash in
lieu of Common Stock, the Company shall inform Holders of such election by delivering an irrevocable written notice to the Trustee and the Paying
Agent prior to the close of business on the second Business Day after the Conversion Date, unless the Company has already informed Holders of its
election by delivering an irrevocable notice in connection with redemption of the debentures pursuant to Section 7.03.
(d) Before any Holder of a Security shall be entitled to convert the same as set forth above, such Holder shall (1) in the case of a Global Security,
comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment
Date to which such Holder is not entitled as set forth in Section 9.02(j) and, if required pursuant to Section 9.02(g), pay all stamp, transfer or similar
taxes or duties, if any, in connection with such conversion and (2) in the case of a Security issued in certificated form, (A) complete and manually sign
and deliver an irrevocable written notice to the Conversion Agent in the form on the reverse of such certificated Security (or a facsimile thereof) (a “
Notice of Conversion ”) at the office of the Conversion Agent and shall state in writing therein the principal amount of Securities to be converted and
the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock, if any, to be delivered
upon settlement of the Conversion Obligation to be registered, (B) surrender such Securities, duly endorsed to the Company or in blank (and
accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (C) if required, pay funds equal to interest
payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 9.02(j), and (D) if required pursuant to
Section 9.02(g), pay all stamp, transfer or similar taxes or duties, if any, in connection with such conversion. No Notice of Conversion with respect to
any Securities may be tendered by a Holder thereof if such Holder has also tendered a Fundamental
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