AMD 1994 Annual Report Download - page 330

(x) of this clause (iv), the prior effective written consent of the board of
directors or equivalent governing body and the percent of any and all classes of
stock or other equity of such Acquiree the consent of which, notwithstanding any
provisions in the Organization Documents of the Acquiree to the contrary, is
required by applicable statute to consummate the Acquisition, is obtained and
delivered to the Administrative Agent, and (v) such Acquisition shall not result
in any Default or Event of Default; or
(e) Investments of not more than $175,000,000 in Fujitsu-AMD
Semiconductor Limited; or
(f) other Investments not described above and that are not
prohibited elsewhere in this Agreement, to the extent such Investments are not
used for purposes of any Acquisition and do not exceed at any one time the sum
of (i) $150,000,000; (ii) 50 percent of the after-tax earnings net of after-tax
losses of the Company, cumulative from the date of this Agreement, as determined
at the time of Investment; and (iii) the aggregate net cash proceeds received by
the Company from the issuance or sale of its capital stock subsequent to the
date hereof other than to a Subsidiary reduced by the aggregate cash purchase
price paid by the Company in the Company's repurchases of capital stock
subsequent to the date hereof.
7.5 Transactions with Affiliates. The Company shall not, and shall not
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suffer or permit any of its Subsidiaries to, enter into any transaction with any
Affiliate of the Company or of any such Subsidiary, except (a) as expressly
permitted by this Agreement, or (b) in the Ordinary Course of Business or
pursuant to the reasonable requirements of the business of the Company or such
Subsidiary; in each case (a) and (b), upon fair and reasonable terms materially
no less favorable to the Company or such Subsidiary than would obtain in a
comparable arm's-length transactIon with a Person not an Affiliate of the
Company or such Subsidiary; provided, however, that nothing in this Section 7.5
shall be deemed to prohibit transactions between the Company and any Subsidiary
of the Company provided that such transactions are fair and reasonable to the
Company.
7.6 Use of Proceeds. The Company shall not and shall not suffer or
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permit any of its Subsidiaries to use any portion of the Loan proceeds, directly
or indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Company or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, or (iv) to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act.
56.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995