AMD 2001 Annual Report Download - page 109

(C) that such Security shall be purchased as of the Purchase
Date pursuant to the terms and conditions specified in the
Securities and in this Indenture; and
(2) delivery of such Security to the Paying Agent for
cancellation prior to, on or after the Purchase Date (together with
all necessary endorsements) at the offices of the Paying Agent, such
delivery being a condition to receipt by the Holder of the Purchase
Price therefor; provided, however, that such Purchase Price shall be
so paid pursuant to this Section 11.08 only if the Security so
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delivered to the Paying Agent shall conform in all respects to the
description thereof in the related Purchase Notice.
The Company shall purchase from the Holder thereof, pursuant to this
Section 11.08, a portion of a Security if the Principal Amount of such portion
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is $1,000 or an integral multiple of $1,000 if so requested by the Holder.
Provisions of this Indenture that apply to the purchase of all of a Security
also apply to the purchase of such portion of such Security.
Any purchase by the Company contemplated pursuant to the provisions of
this Section 11.08 shall be consummated by the delivery of the consideration to
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be received by the Holder promptly following the later of the Purchase Date and
the time of delivery of the Security.
Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Purchase Notice contemplated by this Section 11.08(a)
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shall have the right to withdraw such Purchase Notice at any time prior to the
close of business on the Business Day prior to the Purchase Date by delivery of
a written notice of withdrawal to the Paying Agent in accordance with Section
11.10.
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The Paying Agent shall promptly notify the Company of the receipt by
it of any Purchase Notice or written notice of withdrawal thereof.
(b) Payment of Purchase Price. The Securities to be purchased pursuant
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to Section 11.08(a) shall be paid for in cash.
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(c) Company Notice. The Company shall deliver a notice (the "Company
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Notice") to Holders (and to beneficial owners as required by applicable law) not
less than 30 days prior to such Purchase Date (the "Company Notice Date"). The
Company Notice shall include a form of Purchase Notice to be completed by a
Securityholder and shall state:
(i) the Purchase Price and the Conversion Price applicable
on the Company Notice Date;
(ii) the name and address of the Paying Agent and the
Conversion Agent;
(iii) that Securities as to which a Purchase Notice has been
given by the Holder may be converted pursuant to Article 13 hereof only if
the applicable Purchase Notice has been withdrawn in accordance with the
terms of this Indenture;
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002