AMD 1993 Annual Report Download - page 171

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for additional terms in accordance with Japan's Land and House
Leasing Act of 1991, as amended, and the terms and conditions of
such lease agreement.
B. (i) If all, or substantially all, of the assets of
JV are to be offered for sale (whether in connection with a
dissolution of JV or otherwise) Fujitsu shall have the right to
purchase JV's fabrication facility at a price equal to the book
value of such facility, as determined by JV's Independent
Accounting Firm as of the close of the preceding quarter, and
shall be given written notice of such intended sale not less than
one hundred and twenty (120) days prior to any such offering for
sale. Fujitsu shall either exercise or decline to exercise such
right, by a written statement delivered within one hundred and
twenty (120) days following the receipt of such notice. Failure
to deliver such notice within such period shall be considered a
declination by Fujitsu. If Fujitsu declines to exercise such
right to purchase, it will consent to the assignment of JV's
interest under the Land Lease to the purchaser of such assets.
(ii) AMD will take all action necessary to assure
that if it transfers shares of JV to any person or entity other
than Fujitsu or a wholly-owned subsidiary of Fujitsu, the
transferee shall agree in writing that Fujitsu shall be entitled
to exercise a right of first refusal to acquire all, but not less
than all, of the JV shares to be so transferred, at the purchase
price at which the transferee intends to sell such shares. AMD
agrees to review with Fujitsu the precise language to be
incorporated in appropriate documentation under the
circumstances, in an effort to perfect such statement of rights
to Fujitsu's reasonable satisfaction. Such documentation will
include a provision that if Fujitsu declines to acquire such
shares: (x) the seller shall be entitled to sell such shares at
the reported price, but not less than the reported price, within
ninety (90) days after the end of the period within which Fujitsu
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994