AMD 2001 Annual Report Download - page 115

SECTION 11.11. Deposit of Purchase Price or Fundamental Change
Repurchase Price. Prior to 10:00 a.m. (local time in The City of New York) on
the Business Day following the Purchase Date or the Fundamental Change
Repurchase Date, as the case may be, the Company shall deposit with the Trustee
or with the Paying Agent (or, if the Company or a Subsidiary or an Affiliate of
either of them is acting as the Paying Agent, shall segregate and hold in trust
as provided herein) an amount of money (in immediately available funds if
deposited on such Business Day) sufficient to pay the Purchase Price or the
Fundamental Change Repurchase Price, as the case may be, of all the Securities
or portions thereof which are to be purchased as of the Purchase Date or the
Fundamental Change Repurchase Date, as applicable. The Company shall promptly
notify the Trustee in writing of the amount of any deposits of cash made
pursuant to this Section.
SECTION 11.12. Securities Purchased or Repurchased in Part. Any
Security which is to be purchased or repurchased only in part shall be
surrendered at the office of the Paying Agent (with, if the Company or the
Trustee so requires, due endorsement by, or a written instrument of transfer in
form satisfactory to the Company and the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing) and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge, a new Security or Securities, of any
authorized denomination as requested by such Holder in aggregate Principal
Amount equal to, and in exchange for, the portion of the Principal Amount of the
Security so surrendered which is not purchased.
SECTION 11.13. Covenant to Comply With Securities Laws Upon Purchase
or Repurchase of Securities. In connection with any offer to purchase or
repurchase or purchase or repurchase of Securities under Section 11.08 or 11.09
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hereof (provided that such offer or purchase or repurchase constitutes an
"issuer tender offer" for purposes of Rule 13e-4 (which term, as used herein,
includes any successor provision thereto) under the Exchange Act at the time of
such offer or purchase), the Company shall (i) comply with Rule 13e-4 and Rule
14e-1 under the Exchange Act, (ii) file the related Schedule TO (or any
successor schedule, form or report) under the Exchange Act, and (iii) otherwise
comply with all Federal and state securities laws so as to permit the rights and
obligations under Sections 11.08 and 11.09 to be exercised in the time and in
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the manner specified in Sections 11.08 and 11.09.
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SECTION 11.14. Repayment to the Company. The Trustee and the Paying
Agent shall return to the Company any cash that remains unclaimed, together with
interest or dividends, if any, thereon, held by them for the payment of the
Purchase Price or Fundamental Change Repurchase Price, as the case may be;
provided, however, that to the extent that the aggregate amount of cash
deposited by the Company pursuant to Section 11.11 exceeds the aggregate
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Purchase Price or Fundamental Change Repurchase Price, as the case may be, of
the Securities or portions thereof which the Company is obligated to purchase as
of the Purchase Date or Fundamental Change Repurchase Date, as the case may be,
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002