AMD 1993 Annual Report Download - page 263

11
ARTICLE IV
CONDITIONS TO CLOSINGS OF PURCHASES OF AMD SHARES
4.1 Conditions to AMD's Obligations. The obligations of
AMD to close the Initial Purchase and the Subsequent Purchases
shall be subject to the fulfillment of the following conditions,
any or all of which may be waived in writing by AMD:
(a) AMD shall have received from FUJITSU an officers'
certificate dated the date of closing in substantially the form
set forth in Exhibit A hereto, signed by an authorized
representative of FUJITSU who is at least department manager
management level ("bucho") or above.
(b) All required consents, clearances and permits of
any governmental entity applicable to the purchase shall have
been obtained and be in effect and not withdrawn, and all
applicable waiting periods shall have expired, including but not
limited to any consents or waiting periods required by the Hart-
Scott-Rodino Antitrust Improvements Act and Section 5021 of the
Omnibus Trade and Competitiveness Act of 1988 (50 U.S.C. App.
Section 2170) and regulations issued by the Department of the
Treasury thereunder.
(c) The Joint Venture Agreement shall have been
executed by the parties and be in full force and effect, and no
notice shall have been given by AMD to FUJITSU of any material
breach of this Agreement or the Joint Venture Agreement by
FUJITSU which shall not have been corrected to the reasonable
satisfaction of AMD.
(d) The agreement relating to the purchase of equity
of FUJITSU by AMD shall have been executed by the parties
11
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994