AMD 1993 Annual Report Download - page 264

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thereto, and no notice shall have been given by AMD to FUJITSU of
any material breach thereof, that shall not have been corrected
to the reasonable satisfaction of AMD.
4.2 Conditions to FUJITSU's Obligations. The obligations
of FUJITSU 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
FUJITSU:
(a) AMD shall continue to be listed on the New York
Stock Exchange, NASDAQ, or the American Stock Exchange, or any
successor of such exchange recognized by the U.S. Securities and
Exchange Commission.
(b) FUJITSU shall have received from AMD an officers'
certificate dated the date of closing in substantially the form
set forth in Exhibit B hereto, signed by an authorized
representative of AMD.
(c) 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been obtained and be in effect and not withdrawn and all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.
(d) The Joint Venture Agreement shall have been
executed by the parties and be in full force and effect, and no
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994