AMD 1993 Annual Report Download - page 56

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exchange on which the Company's shares are listed which requires the
reporting of a change of control. In addition, a Change of Control
shall be deemed to have occurred if (i) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the beneficial owner, directly or indirectly, of securities of the
Company representing more than 20% of the combined voting power of the
Company's then outstanding securities; or (ii) in any two-year period,
individuals who were members of the Board of Directors (the "Board")
at the beginning of such period plus each new director whose election
or nomination for election was approved by at least two-thirds of the
directors in office immediately prior to such election or nomination,
cease for any reason to constitute at least a majority of the Board;
or (iii) a majority of the members of the Board in office prior to the
happening of any event and who are still in office after such event,
determines in its sole discretion within one year after such event,
that as a result of such event there has been a Change of Control.
Notwithstanding the foregoing definition, "Change of Control"
shall exclude the acquisition of securities representing more than 20%
of the combined voting power of the Company by the Company, any of its
wholly-owned subsidiaries, or any trustee or other fiduciary holding
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994