AMD 1993 Annual Report Download - page 260

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thereof under the 1933 Act or an exemption from registration
which is available thereunder. AMD and/or its transfer agent
shall have the right to require, prior to resale or transfer
under any such exemption, that FUJITSU provide to AMD and for its
and/or its transfer agent's benefit an opinion of counsel, in
form and substance reasonably satisfactory to AMD, stating and
opining that registration is not required.
(c) Except as provided in subsections (d) and (e)
below, the AMD Shares may not be resold or transferred except in
the following manner. Up to [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]
of the AMD Shares purchased in the Initial Purchase or any
Subsequent Purchase may be resold or transferred at any time
after [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION] of the consummation of
such purchase. Up to an additional [CONFIDENTIAL INFORMATION
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] of such shares may be resold or transferred at any
time after [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] of the consummation
of such purchase
(d) FUJITSU may tender or sell any of the AMD Shares
then owned by it, without restriction under this Agreement, in
the event of, and in accordance with the terms and conditions of,
(i) a tender or exchange offer for shares of common stock of AMD
commenced by AMD, or (ii) a tender, exchange or other offer for
such shares of common stock commenced by a third party and
approved by the Board of Directors of AMD.
(e) Except for the resales or other transfers
permitted by subsections (c) or (d) above, FUJITSU may not
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994