AMD 2001 Annual Report Download - page 127

Conversion Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment. Unless and until a Responsible Officer of
the Trustee shall have received such Officers' Certificate, the Trustee shall
not be deemed to have knowledge of any adjustment of the Conversion Price and
may assume without inquiry that the last Conversion Price of which it has
knowledge is still in effect. Promptly after delivery of such certificate, the
Company shall prepare a notice of such adjustment of the Conversion Price
setting forth the adjusted Conversion Price and the date on which each
adjustment becomes effective and shall mail such notice of such adjustment of
the Conversion Price to each Holder of Securities at such Holder's last address
appearing on the list of Security holders provided for in Section 3.05 of this
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Indenture, within 20 days after execution thereof. Failure to deliver such
notice shall not affect the legality or validity of any such adjustment.
(k) In any case in which this Section 13.05 provides that an
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adjustment shall become effective immediately after a Record Date for an event,
the Company may defer until the occurrence of such event (i) issuing to the
Holder of any Securities converted after such Record Date and before the
occurrence of such event the additional shares of Common Stock issuable upon
such conversion by reason of the adjustment required by such event over and
above the Common Stock issuable upon such conversion before giving effect to
such adjustment and (ii) paying to such Holder any amount in cash in lieu of any
fraction pursuant to Section 13.03.
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(l) For purposes of this Section 13.05, the number of shares of
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Common Stock at any time outstanding shall not include shares held in the
treasury of the Company but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of shares of Common Stock. The Company
will not pay any dividend or make any distribution on shares of Common Stock
held in the treasury of the Company.
(m) In lieu of making any adjustment to the Conversion Price pursuant
to Section 13.05(e) or 13.05(f), the Company may elect to reserve an amount of
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cash for distribution to the Holders of the Securities upon the conversion of
the Securities so that any such Holder converting Securities will receive upon
such conversion, in addition to the shares of Common Stock and other items to
which such Holder is entitled, the full amount of cash which such Holder would
have received if such Holder had, immediately prior to the Record Date for such
distribution of cash or the Expiration Time of the tender offer, as the case may
be, converted its Securities into Common Stock, together with any interest
accrued with respect to such amount, in accordance with this Section 13.05(m).
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The Company may make such election by providing an Officers' Certificate to the
Trustee to such effect on or prior to the payment date for any such distribution
and depositing with the Trustee on or prior to such date an amount of cash equal
to the aggregate amount the Holders of the Securities would have received if
such Holders had, immediately prior to the Record Date for such distribution or
the Expiration Time, as the case may be, converted all of the Securities into
Common Stock. Any such funds so deposited by the Company with the Trustee shall
be invested by the Trustee pursuant to written direction by the Company in
marketable obligations issued or fully guaranteed by the United States
government with a maturity not more than 3 months from the date of issuance.
Upon conversion of Securities by a Holder, the Holder will be entitled to
receive, in addition to the Common Stock issuable upon conversion, an amount of
cash equal to the amount such Holder would have received if such Holder had,
immediately prior to the Record Date for such distribution or the Expiration
Time, as the case may be, converted its Security into Common
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002