AMD 2001 Annual Report Download - page 122

proportionately reduced, and conversely, in case outstanding shares of Common
Stock shall be combined into a smaller number of shares of Common Stock, the
Conversion Price in effect at the opening of business on the day following the
day upon which such combination becomes effective shall be proportionately
increased, such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.
(d) In case the Company shall, by dividend or otherwise, distribute
to all Holders of its Common Stock shares of any class of capital stock of the
Company (other than any dividends or distributions to which Section 13.05(a)
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applies) or evidences of its indebtedness or assets (including securities, but
excluding any rights or warrants referred to in Section 13.05(b), and excluding
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any dividend or distribution (x) paid exclusively in cash or (y) referred to in
Section 13.05(a)) (any of the foregoing hereinafter in this Section 13.05(d)
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called the "Distributed Securities"), then, in each such case, the Conversion
Price shall be reduced so that the same shall be equal to the price determined
by multiplying the Conversion Price in effect on the Record Date with respect to
such distribution by a fraction, the numerator of which shall be the Current
Market Price per share of the Common Stock on such Record Date less the fair
market value (as determined by the Board of Directors, whose good faith
determination shall be conclusive, and described in a resolution of the Board of
Directors) on the Record Date of the portion of the Distributed Securities so
distributed applicable to one share of Common Stock and the denominator of which
shall be the Current Market Price per share of the Common Stock, such reduction
to become effective immediately prior to the opening of business on the day
following such Record Date. If the Board of Directors determines the fair market
value of any distribution for purposes of this Section 13.05(d) by reference to
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the actual or when issued trading market for any securities, it must in doing so
consider the prices in such market over the same period used in computing the
Current Market Price of the Common Stock.
Each share of Common Stock issued upon conversion of securities
pursuant to this Article 13 shall be entitled to receive the appropriate number
of common stock or preferred stock purchase rights, if any, as may be provided
by the terms of any stockholder rights plan adopted by the Company
(notwithstanding the occurrence of an event causing such rights to separate from
the Common Stock at or prior to the time of conversion). Any distribution of
rights or warrants pursuant to a stockholder rights plan complying with the
requirements set forth in the immediately preceding sentence of this paragraph
shall not constitute a distribution of rights or warrants for the purposes of
Section 13.05(b) or this Section 13.05(d).
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Rights or warrants distributed by the Company to all Holders of Common
Stock entitling the Holders thereof to subscribe for or purchase shares of the
Company's capital stock (either initially or under certain circumstances), which
rights or warrants, until the occurrence of a specified event or events
("Trigger Event"): (i) are deemed to be transferred with such shares of Common
Stock; (ii) are not exercisable; and (iii) are also issued in respect of future
issuances of Common Stock, shall be deemed not to have been distributed for
purposes of this Section 13.05 (and no adjustment to the Conversion Price under
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this Section 13.05 will be required) until the occurrence of the earliest
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Trigger Event, whereupon such rights and warrants shall be deemed to have been
distributed and an appropriate adjustment (if any is required) to the Conversion
Price shall be made under this Section 13.05(d). If any such right or warrant,
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including any such existing rights or warrants distributed prior to the date of
this Indenture, are
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002