AMD 2001 Annual Report Download - page 125

the fair market value (determined as aforesaid) of the aggregate consideration
payable to stockholders based on the acceptance (up to any maximum specified in
the terms of the tender offer) of all shares validly tendered and not withdrawn
as of the Expiration Time (the shares deemed so accepted, up to any such
maximum, being referred to as the "Purchased Shares") and (y) the product of the
number of shares of Common Stock outstanding (less any Purchased Shares) at the
Expiration Time and the Current Market Price of the Common Stock on the Trading
Day next succeeding the Expiration Time, such reduction (if any) to become
effective immediately prior to the opening of business on the day following the
Expiration Time. In the event that the Company is obligated to purchase shares
pursuant to any such tender offer, but the Company is permanently prevented by
applicable law from effecting any such purchases or all such purchases are
rescinded, the Conversion Price shall again be adjusted to be the Conversion
Price which would then be in effect if such tender offer had not been made. If
the application of this Section 13.05(f) to any tender offer would result in an
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increase in the Conversion Price, no adjustment shall be made for such tender
offer under this Section 13.05(f). Any cash distribution to all Holders of
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Common Stock as to which the Company has made the election permitted by Section
13.05(m) and as to which the Company has complied with the requirements of such
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Section shall be treated as not having been made for all purposes of this
Section 13.05(f).
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(g) For purposes of this Section 13.05, the following terms shall
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have the meaning indicated:
(1) "Closing Price" with respect to any securities on any day
shall mean the closing sale price, regular way, on such day or, in
case no such sale takes place on such day, the average of the reported
closing bid and asked prices, regular way, in each case on the
principal national securities exchange or quotation system on which
such security is quoted or listed or admitted to trading, or, if not
quoted or listed or admitted to trading on any national securities
exchange or quotation system, the average of the closing bid and asked
prices of such security on the over-the-counter market on the day in
question as reported by the National Quotation Bureau Incorporated, or
a similar generally accepted reporting service, or if not so
available, in such manner as furnished by any New York Stock Exchange
member firm selected from time to time by the Board of Directors for
that purpose, or a price determined in good faith by the Board of
Directors whose determination shall be conclusive.
(2) "Current Market Price" shall, for the purposes of any
computation under Sections 13.05 (b), (d), (e) and (f) above relating
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to the current market price per share of Common Stock at a specified
date, mean the average of the Closing Prices for the 10 consecutive
Trading Days (as defined below) preceding the day before the record
date (or, if earlier, the ex-dividend date) with respect to any
distribution, issuance or other event requiring such computation.
(3) "fair market value" shall mean the amount which a willing
buyer would pay a willing seller in an arm's length transaction.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002