AMD 2001 Annual Report Download - page 126

(4) "Record Date" shall mean, with respect to any dividend,
distribution or other transaction or event in which the Holders of
Common Stock have the right to receive any cash, securities or other
property or in which the Common Stock (or other applicable security)
is exchanged for or converted into any combination of cash, securities
or other property, the date fixed for determination of stockholders
entitled to receive such cash, securities or other property (whether
such date is fixed by the Board of Directors or by statute, contract
or otherwise).
(5) "Trading Day" shall mean (x) if the applicable security is
quoted on the Nasdaq National Market System, a day on which trades may
be made on thereon or (y) if the applicable security is listed or
admitted for trading on the New York Stock Exchange or another
national security exchange, a day on which the New York Stock Exchange
or such other national security exchange is open for business or (z)
if the applicable security is not so listed, admitted for trading or
quoted, any day other than a Saturday or Sunday or a day on which
banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
(h) The Company may make such reductions in the Conversion Price, in
addition to those required by Sections 13.05(a), (b), (c), (d), (e) or (f), as
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the Board of Directors considers to be advisable to avoid or diminish any income
tax to Holders of Common Stock or rights to purchase Common Stock resulting from
any dividend or distribution of stock (or rights to acquire stock) or from any
event treated as such for income tax purposes.
To the extent permitted by applicable law, the Company from time to time
may reduce the Conversion Price by any amount for any period of time if the
period is at least 20 days, the reduction is irrevocable during the period and
the Board of Directors shall have made a determination that such reduction would
be in the best interests of the Company, which determination shall be
conclusive. Whenever the Conversion Price is reduced pursuant to the preceding
sentence, the Company shall mail to Holders of record of the Securities a notice
of the reduction at least 15 days prior to the date the reduced Conversion Price
takes effect, and such notice shall state the reduced Conversion Price and the
period during which it will be in effect.
(i) No adjustment in the Conversion Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price; provided, however, that any adjustments which by reason of this Section
13.05(i) are not required to be made shall be carried forward and taken into
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account in any subsequent adjustment. All calculations under this Article 13
shall be made by the Company and shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be. No adjustment need be made
for rights to purchase Common Stock pursuant to a Company plan for reinvestment
of dividends or interest. To the extent the Securities become convertible into
cash, assets, property or securities (other than capital stock of the Company),
no adjustment need be made thereafter as to the cash, assets, property or such
securities. Interest will not accrue on the cash.
(j) Whenever the Conversion Price is adjusted as herein provided, the
Company shall promptly file with the Conversion Agent an Officers' Certificate
setting forth the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002