Intel 2005 Annual Report Download - page 208

convertible securities are not so issued, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such
record date for such distribution had not been fixed.
In determining whether any rights, warrants or convertible securities entitle the holders to subscribe for or purchase shares of Common Stock at less
than such Last Reported Sale Price, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account
any consideration received by the Company for such rights, warrants or convertible securities and any amount payable on exercise or conversion
thereof, the value of such consideration, if other than cash, to be determined by the Board of Directors.
(c) In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its Common Stock shares of any class of
Capital Stock of the Company (other than Common Stock as covered by Section 9.03(a)), evidences of its indebtedness or other assets or property of
the Company (including securities, but excluding dividends and distributions covered by Section 9.03(b), Section 9.03(d), Section 9.03(e) or
Section 9.06) (any of such shares of Capital Stock, indebtedness, or other asset or property hereinafter in this Section 9.03(c) called the “ Distributed
Property ”), then, in each such case the Conversion Rate shall be adjusted based on the following formula:
where
80
CR
0
=
the Conversion Rate in effect immediately prior to such distribution;
CR'
=
the Conversion Rate in effect immediately after such distribution;
SP
0
=
the average of the Last Reported Sale Prices of the Common Stock over the ten consecutive Trading Day period ending on the
Business Day immediately preceding the record date for such distribution (or, if earlier, the Ex-Dividend Date relating to such
distribution); and
FMV
=
the fair market value (as determined by the Company
’
s Board of Directors) of the shares of Capital Stock, evidences of indebtedness,
assets or property distributed with respect to each outstanding share of Common Stock on the record date for such distribution (or, if
earlier, the Ex
-
Dividend Date relating to such distribution).