AMD 1993 Annual Report Download - page 287

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(vi) the institution of any proceedings for the liquidation
or winding up of such other party's business or for the termination of its
corporate charter, provided, in the event such proceedings are involuntary, the
proceedings are not dismissed within ninety (90) days.
(c) If at any time during the term of this Agreement, (i) AMD
or Fujitsu incurs in one transaction or a series of related transactions a
change in ownership of more than [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of its capital stock,
(ii) AMD or Fujitsu consolidates with or merges with or into another
corporation, partnership or other entity, whether or not such party is the
surviving entity of such transaction, unless immediately after such
consolidation or merger, shareholders of such party prior to the transaction
continue to own more than [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the outstanding
shares of stock entitled to vote for the election of directors of such new or
surviving entity, or (iii) AMD or Fujitsu sells, assigns or otherwise transfers
all or substantially all of the business or assets of such party relating to
its semiconductor merchant market business to a third party, any other party
may terminate this Agreement upon thirty (30) days' advance written notice to
the other parties, provided, in each case, that the terminating party must
exercise such right no later than one (1) year after receiving written notice
of such transaction from the affected party.
(d) In the event that a third party (other than a bank,
insurance company or other financial or investment company or institution)
acquires greater than [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION] ownership of AMD or Fujitsu and
either a position on the board of directors or a position of management in such
party, where such acquisition of ownership and management position or board
position in such party is judged by any other party hereto after careful
consideration to be detrimental to such other party, such other party may
terminate this Agreement upon thirty (30) days' advance written notice to such
party, provided that the terminating party must exercise such right not later
than one (1) year after receiving written notice of such transaction from the
affected party.
(e) AMD or Fujitsu may terminate this Agreement upon thirty
(30) days' written advanced notice to the other party and JV where such other
party ceases to own more than [CONFIDENTIAL INFORMATION OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] of the issued and
outstanding capital stock of JV.
(f) In the event that a change occurs in the management of AMD
or Fujitsu as a result of a proxy solicitation contest, which change is judged
by any other party after careful consideration to be detrimental to the affairs
of JV, either of the other parties may terminate this Agreement upon thirty
(30) days' written advance notice to the other parties, provided that the
terminating party must exercise such right not later than one (1) year after
receiving written notice of such event from the affected party.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994