AMD 2001 Annual Report Download - page 120

amount equal to the interest otherwise payable on such Interest Payment Date on
the Principal Amount being converted; provided, however, that no such payment
need be made if there shall exist at the time of conversion a default in the
payment of interest on the Securities. Except as provided above in this Section
13.02, no payment or other adjustment shall be made for interest accrued on any
-----
Securities converted or for dividends on any shares issued upon the conversion
of such Securities as provided in this Article.
Upon the conversion of an interest in Global Securities, the Trustee
(or other Conversion Agent appointed by the Company) shall make a notation on
such Global Securities as to the reduction in the Principal Amount represented
thereby. The Company shall notify the Trustee in writing of any conversions of
Securities effected through any Conversion Agent other than the Trustee.
SECTION 13.03. Cash Payments in Lieu of Fractional Shares. The
Company will not issue fractional shares of Common Stock upon conversion of
Securities. If multiple Securities shall be surrendered for conversion at one
time by the same Holder, the number of full shares which shall be issuable upon
conversion shall be computed on the basis of the aggregate Principal Amount of
the Securities (or specified portions thereof to the extent permitted hereby) so
surrendered. If any fractional share of stock would be issuable upon the
conversion of any Securities, the Company shall make an adjustment and payment
therefor in cash at the current market value thereof to the Holder of
Securities. The current market value of a fraction of a share of Common Stock
shall be determined by multiplying the average of Closing Prices (as defined in
Section 13.05(g)) of such Common Stock in the 5 Trading Days before the date of
conversion by such fraction and rounding the product to the nearest whole cent.
SECTION 13.04. Conversion Price. The conversion price shall be as
specified in the Security (herein called the "Conversion Price"), subject to
adjustment as provided in this Article 13.
SECTION 13.05. Adjustment of Conversion Price. The Conversion Price
shall be adjusted from time to time by the Company as follows:
(a) In case the Company shall hereafter pay a dividend or make a
distribution to all Holders of the outstanding Common Stock in shares of Common
Stock, the Conversion Price in effect at the opening of business on the date
following the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution shall be reduced by multiplying such
Conversion Price by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding at the close of business on the date fixed
for such determination and the denominator of which shall be the sum of such
number of shares and the total number of shares constituting such dividend or
other distribution, such reduction to become effective immediately after the
opening of business on the day following the date fixed for such determination.
If any dividend or distribution of the type described in this Section 13.05(a)
--------
is declared but not so paid or made, the Conversion Price shall again be
adjusted to the Conversion Price which would then be in effect if such dividend
or distribution had not been declared.
72
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002