AMD 2001 Annual Report Download - page 111

(B) the portion of the Principal Amount of
the Security which the Holder will deliver to be
purchased, which portion must be in a Principal
Amount of $1,000 or integral multiples thereof;
(C) that such Security shall be purchased as
of the Fundamental Change Repurchase 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 Fundamental Change Repurchase
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 Fundamental Change Repurchase Price therefor; provided,
however, that such Fundamental Change Repurchase Price shall be so
paid pursuant to this Section 11.09 only if the Security so delivered
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to the Paying Agent shall conform in all respects to the description
thereof in the related Fundamental Change Repurchase Notice.
The Company shall purchase from the Holder thereof, pursuant to this
Section 11.09, 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 11.09 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 Fundamental Change
Repurchase Date and the time of delivery of the Security.
Notwithstanding anything herein to the contrary, any Holder delivering
to the Paying Agent the Fundamental Change Repurchase Notice contemplated by
this Section 11.09(a) shall have the right to withdraw such Fundamental Change
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Repurchase Notice at any time prior to the close of business on the Business Day
prior to the Fundamental Change Repurchase 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 Fundamental Change Repurchase Notice or written notice of withdrawal
thereof.
A "Fundamental Change" shall be deemed to have occurred at such time
as any of the following events shall occur:
(i) there is a Change in Control; or
(ii) the common stock into which the Securities are convertible
is neither listed for trading on a United States national securities
exchange nor approved for trading on the Nasdaq National Market System or
another established automated over-the-counter trading market in the United
States.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002