AMD 1999 Annual Report Download - page 43

interest in such business of such stockholder and the beneficial owner, if any,
on whose behalf the proposal is made and (v) any other information relating to
the stockholder, the beneficial owner, or proposed business that would be
required to be disclosed in a proxy statement or other filings in connection
with solicitations of proxies relating to the proposed item of business pursuant
to Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder. Such stockholder's notice further shall set forth as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the proposal is made (i) the name and address of such stockholder, as they
appear on the Corporation's books, and of such beneficial owner, (ii) the class
and number of shares of capital stock of the Corporation which are owned
beneficially and of record of such stockholder and such beneficial owner, (iii)
a description of all arrangements or understandings between such stockholder and
any other person or persons (including their names) pursuant to which the
proposals are to be made by such stockholder, (iv) a representation that such
stockholder intends to appear in person or by proxy at the annual meeting to
propose the items of business set forth in the notice, (v) a representation
whether the stockholder or the beneficial owner, if any, intends or is part of a
group which intends to (1) deliver a proxy statement and/or form of proxy to
holders of at least the percentage of the Corporation's outstanding capital
stock required to approve or adopt the proposal and/or (2) otherwise solicit
proxies from stockholders in support of such proposal, and (vi) any other
information relating to such stockholder, beneficial owner, or proposed business
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies in support of
such proposal pursuant to Section 14 of the Exchange Act, and the rules and
regulations promulgated thereunder. The Corporation may require the stockholder
to furnish such other information as it may reasonably require to determine
whether each proposed item of business is a proper matter for stockholder
action.
(d) Except as otherwise provided by law, the chair of the meeting
shall have the power and duty to (i) determine whether any business proposed to
be brought before an annual or special meeting was proposed in accordance with
the procedures set forth in this Section and (ii) if any proposed business is
not in compliance with this Section (including whether the stockholder or
beneficial owner, if any, on whose behalf the proposal is made solicits (or is
part of a group which solicits), or fails to so solicit (as the case may be),
proxies in support of such stockholder's proposal in compliance with such
stockholder's representation as required by paragraph (c) of this Section, to
declare that such proposed business shall not be transacted.
(e) Notwithstanding the foregoing provisions of this Section 2.4, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Section 2.4. Nothing in this Section 2.4 shall be deemed to affect
any
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Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000