AMD 2001 Annual Report Download - page 123

subject to events, upon the occurrence of which such rights or warrants become
exercisable to purchase different securities, evidences of indebtedness or other
assets, then the date of the occurrence of any and each such event shall be
deemed to be the date of distribution and record date with respect to new rights
or warrants with such rights (and a termination or expiration of the existing
rights or warrants without exercise by any of the Holders thereof). In addition,
in the event of any distribution (or deemed distribution) of rights or warrants,
or any Trigger Event or other event (of the type described in the preceding
sentence) with respect thereto that was counted for purposes of calculating a
distribution amount for which an adjustment to the Conversion Price under this
Section 13.05 was made, (1) in the case of any such rights or warrants which
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shall all have been redeemed or repurchased without exercise by any Holders
thereof, the Conversion Price shall be readjusted upon such final redemption or
repurchase to give effect to such distribution or Trigger Event, as the case may
be, as though it were a cash distribution, equal to the per share redemption or
repurchase price received by a Holder or Holders of Common Stock with respect to
such rights or warrants (assuming such Holder had retained such rights or
warrants), made to all applicable Holders of Common Stock as of the date of such
redemption or repurchase, and (2) in the case of such rights or warrants which
shall have expired or been terminated without exercise by any Holders thereof,
the Conversion Price shall be readjusted as if such rights and warrants had not
been issued.
For purposes of this Section 13.05(d) and Sections 13.05(a) and (b),
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any dividend or distribution to which this Section 13.05(d) is applicable that
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also includes shares of Common Stock, or rights or warrants to subscribe for or
purchase shares of Common Stock (or both), shall be deemed instead to be (1) a
dividend or distribution of the evidences of indebtedness, assets or shares of
capital stock other than such shares of Common Stock or rights or warrants (and
any Conversion Price reduction required by this Section 13.05(d) with respect to
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such dividend or distribution shall then be made) immediately followed by (2) a
dividend or distribution of such shares of Common Stock or such rights or
warrants (and any further Conversion Price reduction required by Sections
13.05(a) and (b) with respect to such dividend or distribution shall then be
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made), except (A) the Record Date of such dividend or distribution shall be
substituted as "the date fixed for the determination of stockholders entitled to
receive such dividend or other distribution" and "the date fixed for such
determination" within the meaning of Sections 13.05(a) and (b) and (B) any
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shares of Common Stock included in such dividend or distribution shall not be
deemed "outstanding at the close of business on the date fixed for such
determination" within the meaning of Section 13.05(a).
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(e) In case the Company shall, by dividend or otherwise, distribute
to all Holders of its Common Stock cash (excluding any cash that is distributed
upon a merger or consolidation to which Section 13.06 applies or as part of a
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distribution referred to in Section 13.05(d)), in an aggregate amount that,
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combined together with (1) the aggregate amount of any other such distributions
to all Holders of its Common Stock made exclusively in cash within the 12 months
preceding the date of payment of such distribution, and in respect of which no
adjustment pursuant to this Section 13.05(e) has been made, and (2) the
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aggregate of any cash plus 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) of consideration payable in respect of any
tender offer by the Company or any of its subsidiaries for all or any portion of
the Common Stock concluded within the 12 months preceding the date of payment of
such distribution, and in respect of which no adjustment pursuant to Section
13.05(f)
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002