AMD 2001 Annual Report Download - page 112

A "Change in Control" shall be deemed to have occurred when
(i) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act) of shares representing more than 50% of
the combined voting power of the then outstanding securities entitled to vote
generally in elections of directors of the Company (the "Voting Stock"); (ii)
approval by stockholders of the Company of any plan or proposal for the
liquidation, dissolution or winding up of the Company; (iii) the Company (A)
consolidates with or merges into any other Person or any other Person merges
into the Company, and in the case of any such transaction, the outstanding
Common Stock of the Company is changed or exchanged into other assets or
securities as a result, unless the stockholders of the Company immediately
before such transaction own, directly or indirectly immediately following such
transaction, more than 50% of the combined voting power of the outstanding
voting securities of the corporation resulting from such transaction in
substantially the same proportion as their ownership of the Voting Stock
immediately before such transaction, or (B) conveys, transfers or leases all or
substantially all of its assets to any Person; or (iv) any time Continuing
Directors do not constitute a majority of the Board of Directors of the Company
(or, if applicable, a successor Person to the Company); provided that a Change
in Control shall not be deemed to have occurred if either (x) the Closing Price
(as defined in Section 13.05(g)(1) hereof) of the Common Stock for any 5 Trading
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Days during the 10 Trading Days immediately preceding the Change in Control is
at least equal to 105% of the Conversion Price in effect on the date on which
the Change in Control occurs or (y) in the case of a merger or consolidation
otherwise constituting a Change in Control, all of the consideration (excluding
cash payments for fractional shares) in such merger or consolidation
constituting the Change in Control consists of common stock traded on a United
States national securities exchange or quoted on the Nasdaq National Market
System (or which will be so traded or quoted when issued or exchanged in
connection with such Change in Control) and as a result of such transaction or
transactions the Securities become convertible solely into such common stock.
(b) Payment of Fundamental Change Repurchase Price. The Securities to
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be purchased pursuant to Section 11.09(a) shall be paid for in cash.
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(c) Notice of Fundamental Change. Within 25 days after the occurrence
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of a Fundamental Change, the Company shall mail a written notice of Fundamental
Change (the "Fundamental Change Company Notice") by first-class mail to the
Trustee and to each Holder (and to beneficial owners as required by applicable
law). The notice shall include a form of Fundamental Change Repurchase Notice to
be completed by the Securityholder and shall state:
(i) the events causing a Fundamental Change and the date of
such Fundamental Change;
(ii) the date by which the Fundamental Change Repurchase Notice
pursuant to this Section 11.09 must be given;
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(iii) the Fundamental Change Repurchase Date;
(iv) the Fundamental Change Repurchase Price;
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002