AMD 1993 Annual Report Download - page 256

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condition is so constrained that it would, in the good faith judgement
of FUJITSU, be imprudent for such purchase to be closed on the scheduled date,
FUJITSU shall notify AMD not less than thirty (30) days prior to the date
scheduled for such purchase. If such notice is given, the parties will
negotiate in good faith to reschedule the closing in question, but the
determination of the purchase price for such closing shall not be affected by
any such rescheduling. Participation in such negotiations shall not affect the
obligations of FUJITSU to effect the aggregate purchases of AMD Shares pursuant
to this section. FUJITSU will not be in default under this Agreement, the
Joint Venture Agreement, or other agreements between the parties, as a result
of failing to meet the closing schedule in question, so long as the aggregate
delay in meeting the original schedule for such purchases (as set forth in this
section 1.2) does not exceed twelve (12) months.
1.3 Manner of Sale. The offer and sale of the AMD Shares to FUJITSU
shall not be registered under Section 4(2) of the Securities Act of 1933, as
amended (the "1933 Act"). The AMD Shares shall not involve a public offering,
but shall be issued pursuant to an exemption under Section 4(2) of the 1933
Act. The AMD Shares when issued in accordance with this Agreement shall be
deemed to be "restricted shares" within the meaning of Rule 144 under the 1933
Act, the resale of which shall comply with applicable provisions of Article II
of the Agreement. The parties agree to cooperate with respect to the closing
of each installment purchase and to deliver and execute all such records,
documents and instruments necessary or desirable to facilitate each such sale
and purchase as either party shall reasonably request.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994