AMD 1993 Annual Report Download - page 173

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D. (i) A Nonselling Party to which an offer is made
pursuant to Section 4.3.C. above and/or any third party
designated by such Nonselling Party, shall have one hundred and
twenty (120) days from the date of receipt of the offer, during
which period such Nonselling Party shall have reasonable access
to JV's books and records, within which to accept such offer.
(ii) In the event that the Nonselling Party and/or
its designee do not accept the offer to purchase all of the
Selling Party's shares, the Selling Party may, within ninety (90)
days following the expiration of such one hundred and twenty
(120) day period, seek the Board of Directors' approval, by not
less than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] votes, of a sale or
transfer of its shares to a specified third party; provided,
however, that in the event that a sale or transfer to such third
party is proposed on terms less favorable to the Selling Party
than the terms of the offer made pursuant to Section 4.3.C.
above, the Nonselling Party and/or a third party designated by
such Nonselling Party shall have the right to purchase the shares
on such less favorable terms, which right may be exercised by
notice to the Selling Party within fourteen (14) days following
the date on which such sale or transfer is proposed to the Board
of Directors.
(iii) In the event that the Nonselling Party and/or
its designee elects to purchase the Selling Party's shares
pursuant to Section 4.3.D. (i) or (ii), payment shall be made
within sixty (60) days of such election.
E. It shall be a condition to any sale or transfer to
any third party other than a third party designated by the
Nonselling Party that such third party upon request of the
Nonselling Party shall become a party to this Agreement, the
Joint Development Agreement, the Joint Venture License Agreement
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994