AMD 2001 Annual Report Download - page 130

this Article. Without limiting the generality of the foregoing, neither the
Trustee nor any Conversion Agent shall be under any responsibility to determine
the correctness of any provisions contained in any supplemental indenture
entered into pursuant to Section 13.06 relating either to the kind or amount of
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shares of stock or securities or property (including cash) receivable by Holders
upon the conversion of their Securities after any event referred to in such
Section 13.06 or to any adjustment to be made with respect thereto, but, subject
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to the provisions of Section 6.01, may accept as conclusive evidence of the
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correctness of any such provisions, and shall be protected in relying upon, the
Officers' Certificate (which the Company shall be obligated to file with the
Trustee prior to the execution of any such supplemental indenture) with respect
thereto.
SECTION 13.10. Notice to Holders Prior to Certain Actions. In case,
(a) the Company shall declare a dividend (or any other distribution)
on its Common Stock that would require an adjustment in the Conversion
Price pursuant to Section 13.05; or
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(b) the Company shall authorize the granting to the holders of all or
substantially all of its Common Stock of rights or warrants to subscribe
for or purchase any share of any class or any other rights or warrants; or
(c) of any reclassification or reorganization of the Common Stock of
the Company (other than a subdivision or combination of its outstanding
Common Stock, or a change in par value, or from par value to no par value,
or from no par value to par value), or of any consolidation or merger to
which the Company is a party and for which approval of any stockholders of
the Company is required, or of the sale or transfer of all or substantially
all of the assets of the Company or any of its significant subsidiaries; or
(d) of the voluntary or involuntary dissolution, liquidation or
winding up of the Company or any of its significant subsidiaries;
the Company shall cause to be filed with the Trustee and to be mailed to each
Holder of Securities at such Holder's address appearing on the list of
Securityholders provided for in Section 3.05 of this Indenture, as promptly as
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practicable but in any event at least 15 days prior to the applicable date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution or rights or warrants, or,
if a record is not to be taken, the date as of which the holders of Common Stock
of record to be entitled to such dividend, distribution or rights are to be
determined, or (y) the date on which such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or winding up is expected to
become effective or occur, and the date as of which it is expected that holders
of Common Stock of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such dividend, distribution, reclassification,
consolidation, merger, sale, transfer, dissolution, liquidation or winding up.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002