AMD 2001 Annual Report Download - page 114

Security in respect of which such Purchase Notice or Fundamental Change
Repurchase Notice, as the case may be, was given shall (unless such Purchase
Notice or Fundamental Change Repurchase Notice is withdrawn as specified in the
following two paragraphs) thereafter be entitled to receive solely the Purchase
Price or Fundamental Change Repurchase Price, as the case may be, with respect
to such Security. Such Purchase Price or Fundamental Change Repurchase Price
shall be paid to such Holder, subject to receipt of funds by the Paying Agent,
promptly following the later of (x) the Purchase Date or the Fundamental Change
Repurchase Date, as the case may be, with respect to such Security (provided the
conditions in Section 11.08(a) or Section 11.09(a), as applicable, have been
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satisfied) and (y) the time of delivery of such Security to the Paying Agent by
the Holder thereof in the manner required by Section 11.08(a) or Section
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11.09(a), as applicable. Securities in respect of which a Purchase Notice or
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Fundamental Change Repurchase Notice, as the case may be, has been given by the
Holder thereof may not be converted pursuant to Article 13 hereof on or after
the date of the delivery of such Purchase Notice or Fundamental Change
Repurchase Notice, as the case may be, unless such Purchase Notice or
Fundamental Change Repurchase Notice, as the case may be, has first been validly
withdrawn as specified in the following two paragraphs.
A Purchase Notice or Fundamental Change Repurchase Notice, as the case
may be, may be withdrawn by means of a written notice of withdrawal delivered to
the office of the Paying Agent in accordance with the procedures set forth in
the Company Notice or Fundamental Change Company Notice, as the case may be, at
any time prior to the close of business on the Business Day prior to the
Purchase Date or the Fundamental Change Repurchase Date, as the case may be,
specifying:
(i) the certificate number of the Security in respect of which
such notice of withdrawal is being submitted;
(ii) the Principal Amount of the Security with respect to which
such notice of withdrawal is being submitted; and
(iii) the Principal Amount, if any, of such Security which
remains subject to the original Purchase Notice or Fundamental Change
Repurchase Notice, as the case may be, and which has been or will be
delivered for purchase or repurchase by the Company.
There shall be no purchase of any Securities pursuant to Section 11.08
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or 11.09 if there has occurred (prior to, on or after, as the case may be, the
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giving, by the Holders of such Securities, of the required Purchase Notice or
Fundamental Change Repurchase Notice, as the case may be) and is continuing an
Event of Default (other than a default in the payment of the Purchase Price or
Fundamental Change Repurchase Price, as the case may be, with respect to such
Securities). The Paying Agent will promptly return to the respective Holders
thereof any Securities (x) with respect to which a Purchase Notice or
Fundamental Change Repurchase Notice, as the case may be, has been withdrawn in
compliance with this Indenture, or (y) held by it during the continuance of an
Event of Default (other than a default in the payment of the Purchase Price or
Fundamental Change Repurchase Price, as the case may be, with respect to such
Securities) in which case, upon such return, the Purchase Notice or Fundamental
Change Repurchase Notice with respect thereto shall be deemed to have been
withdrawn.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002