AMD 2001 Annual Report Download - page 138

At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to repurchase the Securities
if a Fundamental Change occurs at any time prior to February 1, 2022 at 100% of
the Principal Amount plus accrued and unpaid interest and Additional Amounts, if
any, to, but excluding, the Fundamental Change Repurchase Date (the "Fundamental
Change Repurchase Price"), which Fundamental Change Repurchase Price shall be
paid in cash.
Holders have the right to withdraw any Purchase Notice or Fundamental
Change Repurchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.
If cash sufficient to pay the Purchase Price or Fundamental Change
Repurchase Price, as the case may be, of all Securities or portions thereof to
be purchased on a Purchase Date or on a Fundamental Change Repurchase Date, as
the case may be, is deposited with the Paying Agent on the Business Day
following the Purchase Date or the Fundamental Change Repurchase Date, as the
case may be, interest will cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Fundamental Change Repurchase
Date, as the case may be, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price or Fundamental Change
Repurchase Price, as the case may be, upon surrender of such Security).
Conversion. Subject to the provisions of the Indenture, the Holder
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hereof has the right, at its option, at any time following the date of issuance
of the Securities and prior to the close of business on the Business Day next
preceding February 1, 2022 (except that with respect to any Security or portion
of a Security which shall be called for redemption, prior to the close of
business on the Business Day next preceding the Redemption Date) (unless the
Company shall default in payment of the Redemption Price), to convert the
Principal Amount hereof or any portion of such principal which is $1,000 or an
integral multiple thereof, into that number of fully paid and non-assessable
shares of Common Stock, as said shares shall be constituted at the date of
conversion, obtained by dividing the Principal Amount of this Security or
portion thereof to be converted by the conversion price of $23.38 (the
"Conversion Price") as adjusted from time to time as provided in the Indenture,
upon surrender of this Security, together with a Conversion Notice as provided
in the Indenture, to the Company at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
or at the option of such Holder, the Corporate Trust Office, and, unless the
shares issuable on conversion are to be issued in the same name as this
Security, duly endorsed by, or accompanied by instruments of transfer in form
satisfactory to the Company duly executed by, the Holder or by his duly
authorized attorney. No adjustment in respect of interest or dividends will be
made upon any conversion; provided, however, that, if this Security shall be
surrendered for conversion during the period from the close of business on any
Regular Record Date for the payment of interest through the close of business on
the Business Day next preceding the following Interest Payment Date, and has not
been called for redemption on a Redemption Date that occurs during such period,
such Security (or portion thereof being converted) must be accompanied by an
amount, in funds acceptable to the Company, equal to the interest payable on
such Interest Payment Date on the Principal Amount being converted; provided,
however, that no such payment shall be required if there shall exist at the time
of conversion a default in the payment of interest or Additional Amounts on the
Securities. No fractional shares will be issued
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002