AMD 1993 Annual Report Download - page 312

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(a) In the event that the Joint Venture Agreement does not
become effective within one year from the date hereof, either party may
terminate this Agreement effective upon written notice to the other party.
(b) If any party hereto defaults in the performance of any
material obligation hereunder, the non-defaulting party may give written notice
thereof and the parties shall discuss the problem arising from such default in
good faith and seek to resolve such problem. If such default is not corrected
or otherwise addressed by the defaulting party to the satisfaction of the
non-defaulting party within ninety (90) days after the written notice of such
default, then the non-defaulting party may, in addition to any other remedies
it may have, terminate this Agreement by written notice. This Agreement shall
terminate on the thirtieth (30th) day after such notice of termination.
(c) Each party hereto may terminate this Agreement, by giving
written notice of termination to the other party at any time, upon or after:
(i) the filing by such other party of a petition in
bankruptcy or insolvency;
(ii) any adjudication that such other party is bankrupt or
insolvent;
(iii) the filing by such other party of any legal action
or document seeking reorganization, readjustment or arrangement of such other
party's business under any law relating to bankruptcy or insolvency;
(iv) the appointment of a receiver or bankruptcy trustee
for all or substantially all of the property of such other party;
(v) the making by such other party of any general
assignment for the benefit of creditors; or
(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.
(d) If at any time during the term of this Agreement, (i) a
party 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) a party
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) a party 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, the other party may terminate this Agreement upon thirty (30)
days' advance written notice to such
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994