AMD 1994 Annual Report Download - page 329

(a) any Subsidiary of the Company may merge with the Company,
provided that the Company shall be the continuing or surviving corporation, or
with any one or more Subsidiaries of the Company, provided that if any
transaction shall be between a Subsidiary and a Wholly-Owned Subsidiary, the
Wholly-Owned Subsidiary shall be the continuing or surviving corporation; and
(b) any Subsidiary of the Company may sell all or substantially all
of its assets (upon voluntary liquidation or otherwise), to the Company or
another Wholly-Owned Subsidiary of the Company.
7.4 Loans and Investments. The Company shall not purchase or acquire,
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or suffer or permit any of its Subsidiaries to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, all or substantially
all assets, or obligations or other securities of or any interest in, any
Person, or make any advance, loan, extension of credit or capital contribution
to or any other investment in, any Person including any Affiliate of the Company
(together, "Investments"), except for:
(a) Investments in Cash Equivalents;
(b) extensions of credit in the nature of accounts receivable or
notes receivable arising from the sale or lease of goods or services in the
Ordinary Course of Business;
(c) Investments (other than for the purpose of any Acquisition) by
the Company in or to any of its Wholly-Owned Subsidiaries or by any of its
Wholly-Owned Subsidiaries in or to another of the Company's Wholly-Owned
Subsidiaries;
(d) Investments incurred in order to consummate Acquisitions
otherwise permitted herein, provided that (i) the book value of such Investments
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for the Company and its Subsidiaries on a consolidated basis, excluding value
provided by the Company in the form of the Company's capital stock with regard
to any single Acquisition shall not exceed at the time of such investment 10% of
Consolidated Tangible Net Worth as calculated immediately prior to such
Acquisition, (ii) such Acquisitions are of Persons or businesses in the
Company's lines of business or provide vertical integration, (iii) such
Acquisitions are undertaken in accordance with all applicable Requirements of
Law, (iv) (x) if any Person or business so acquired (the "Acquiree") is subject
to Section 12 of the Exchange Act or subject to the requirements of Section
15(d) of such Act, the prior, effective written consent of the board of
directors or equivalent governing body of the Acquiree is obtained and delivered
to the Administrative Agent, or (y) if the Acquiree does not meet the
qualifications set forth in subclause
55.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995