Intel 2005 Annual Report Download - page 218

(d) The above provisions of this Section shall similarly apply to successive Merger Events.
(e) In the event that the Company elects to adjust the Conversion Rate and Conversion Obligation as set forth in Section 9.05, the provisions of that
Section shall apply rather than the provisions set forth in this Section 9.06.
Section 9.07 . Certain Covenants.
(a) Before taking any action which would cause an adjustment reducing the Conversion Rate below the then par value, if any, of the shares of
Common Stock issuable upon conversion of the Securities, the Company will take all corporate action which may, in the opinion of its counsel, be
necessary in order that the Company may validly and legally issue shares of such Common Stock at such adjusted Conversion Rate.
The Company covenants that all shares of Common Stock issued upon conversion of Securities will be fully paid and non-assessable by the
Company and free from all taxes, liens and changes with respect to the issue thereof.
(b) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Securities hereunder require
registration with or approval of any governmental authority under any federal or state law before such shares may be validly issued upon conversion,
the Company will in good faith and as expeditiously as possible, to the extent then permitted by the rules and interpretations of the Commission (or
any successor thereto), endeavor to secure such registration or approval, as the case may be.
(c) The Company further covenants that if at any time the Common Stock shall be listed on any other national securities exchange or automated
quotation system the Company will, if permitted and required by the rules of such exchange or automated quotation system, list and keep listed, so
long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the
Securities.
Section 9.08 . Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to
any Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with
respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any
supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with
respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be
issued or delivered upon the conversion of any Security; and
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