AMD 1993 Annual Report Download - page 172

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may exercise its right to acquire such shares, (y) Fujitsu will
consent to the assignment of JV's interest under the Land Lease,
and (z) Fujitsu shall give such consents as may be required to
continue to operate the facility; provided, however, that Fujitsu
will not be required to incur any expense or obligation in order
to carry out the provisions of this sentence.
Section 4.3 Transfer of Shares;
Right of First Refusal.
A. Except as otherwise explicitly provided in Section
4.2 or 7.5, no share or any interest therein in JV shall be
validly sold, transferred or otherwise disposed of for
consideration or otherwise, and no purported transferee shall be
recognized as a shareholder of JV for any purpose whatsoever
unless such transfer is in accordance with this Section 4.3.
B. Neither party shall pledge or otherwise encumber
any of its shares or any interest therein in JV at any time
without the prior written consent of the other party.
C. Neither party shall sell or transfer any shares in
JV for a period of five (5) years following the Effective Date.
In the event that either party (the "Selling Party") desires to
sell or transfer its shares in JV following such five (5)-year
period, it shall first offer to sell the shares to the other
party (the "Nonselling Party") and, upon the request of such
Nonselling Party, to any third party designated by such
Nonselling Party, at a price equal to the lower of (i)
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] or (ii) [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION]. No owner of JV shares may sell or transfer
less than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] of its shares in JV.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994