Intel 2005 Annual Report Download - page 215

(iii) in any case referred to in clause (3) hereof, the date of expiration of such rights or warrants, and
(iv) in any case referred to in clause (4) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is
consummated and becomes irrevocable.
(k) For purposes of this Section 9.03, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of
the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will
not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.
Section 9.04 . Shares to Be Fully Paid. The Company shall provide, free from preemptive rights, out of its authorized but unissued shares or shares
held in treasury, sufficient shares of Common Stock to provide for conversion of the Securities from time to time as such Securities are presented for
conversion.
Section 9.05 . Conversion After a Public Acquiror Change of Control.
(a) In the event of a Public Acquiror Change of Control, the Company may, in lieu of increasing the Conversion Rate by Additional Shares pursuant
to Section 9.01, elect (subject to the satisfaction of the provisions of this Section 9.05) to adjust the Conversion Rate and the related Conversion
Obligation such that from and after the Effective Date of such Public Acquiror Change of Control, Holders will be entitled to convert their Securities,
in accordance with Section 9.01 hereof, into a number of shares of Public Acquiror Common Stock by adjusting the Conversion Rate in effect
immediately before the Public Acquiror Change of Control by multiplying it by a fraction:
(i) the numerator of which will be (A) in the case of a share exchange, consolidation, merger or binding share exchange, pursuant to which the
Common Stock is converted into cash, securities or other property, the average value of all cash and any other consideration (as determined by the
Company’s Board of Directors in the manner contemplated by Section 9.03(c)) paid or payable per share of Common Stock or (B) in the case of
any other Public Acquiror Change of Control, the average of the Last Reported Sale Prices of the Common Stock for the five consecutive Trading
Days prior to but excluding the Effective Date of such Public Acquiror Change of Control; and
(ii) the denominator of which will be the average of the Last Reported Sale Prices of the Public Acquiror Common Stock for the five
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