AMD 1993 Annual Report Download - page 180

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and as of the Effective Date, as follows:
A. Corporate Organization; Etc. AMD is a corporation
duly organized, validly existing and in good standing under the
laws of the State of Delaware.
B. Authorization; Etc. AMD has full corporate power
and authority to enter into this Agreement and those of the
Associated Agreements to which it is a party and to carry out the
transactions contemplated hereby and thereby. AMD has taken all
actions required by law, its certificate of incorporation and
bylaws or otherwise to authorize the execution and delivery of
this Agreement and those of the Associated Agreements to which it
is a party. Each of the Associated Agreements to which it is a
party and this Agreement is or will be the valid and binding
obligation of AMD, subject to receipt of necessary Governmental
Approvals, enforceable in accordance with their respective terms,
except that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights and the
remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may
be brought.
C. No Violation. Neither the execution and delivery
by AMD of this Agreement and those of the Associated Agreements
to which it is a party, nor the consummation of the transactions
contemplated hereby and thereby, will (i) conflict with or result
in a breach of any provision of the certificate of incorporation
or bylaws of AMD, (ii) conflict with or result in the breach of
any term, condition or provision of, or constitute a default
under, or give rise to any right of termination, cancellation or
acceleration with respect to, or result in the creation of any
lien, charge or encumbrance upon any property or assets of AMD
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994