Intel 2005 Annual Report Download - page 213

such adjustment to become effective immediately prior to the opening of business on the day following the last date on which tenders or exchanges
may be made pursuant to such tender or exchange offer. If the Company is obligated to purchase shares pursuant to any such tender or exchange offer,
but the Company is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion
Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made.
(f) For purposes of this Section 9.03 the term “ record date ” shall mean, with respect to any dividend, distribution or other transaction or event in
which the holders of Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable
security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of stockholders
entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).
(g) In addition to those required by clauses (a), (b), (c), (d) or (e) of this Section 9.03, and to the extent permitted by applicable law and subject to
the applicable rules of The Nasdaq National Market, the Company from time to time may increase the Conversion Rate by any amount for a period of
at least 20 days if the Company’s Board of Directors determines that such increase would be in the Company’s best interest. In addition, the Company
may also (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase
Common Stock in connection with any dividend or distribution of shares (or rights to acquire shares) or similar event. Whenever the Conversion Rate
is increased pursuant to the preceding sentence, the Company shall mail to the Holder of each Security at such Holder’s last address appearing on the
Security Register provided for in Section 3.05 a notice of the increase at least fifteen days prior to the date the increased Conversion Rate takes effect,
and such notice shall state the increased Conversion Rate and the period during which it will be in effect.
(h) All calculations and other determinations under this Article 9 shall be made by the Company or its agents and shall be made to the nearest cent
or to the nearest one-ten thousandth (1/10,000) of a share, as the case may be. No adjustment shall be made for the Company’s issuance of Common
Stock or convertible or exchangeable securities or rights to purchase Common Stock or convertible or exchangeable securities, other than as provided
in this Section 9.03. No adjustment shall be made to the Conversion Rate unless such adjustment would require a change of at least 1% in the
Conversion Rate then in effect at
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commencing on the Trading Day next succeeding the date such tender or exchange offer expires,