AMD 2001 Annual Report Download - page 153

2. Shelf Registration.
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(a) Shelf Registration. The Company shall file with the SEC a Registration
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Statement (the "Initial Shelf Registration Statement") for an offering to be
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made on a continuous basis pursuant to Rule 415 covering all of the Registrable
Securities (the "Initial Shelf Registration") on or prior to the Filing Date.
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The Initial Shelf Registration shall be on Form S-3 or another appropriate form
permitting registration of such Registrable Securities for resale by Holders in
the manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Company shall not permit any securities other
than Registrable Securities to be included in the Initial Shelf Registration or
any Subsequent Shelf Registration (as defined below).
The Company shall use its reasonable efforts to cause the Initial Shelf
Registration to be declared effective under the Securities Act as soon as
practicable after such Initial Shelf Registration is filed and, in any event, on
or prior to the Effectiveness Date and to keep such Initial Shelf Registration
continuously effective under the Securities Act until the earlier of when (i)
all the Registrable Securities are registered under the Shelf Registration (as
defined below) and have been disposed of in the manner set forth and as
contemplated therein, (ii) all the Registrable Securities have been resold
pursuant to Rule 144 under the Securities Act, (iii) all the Registrable
Securities cease to be outstanding (the "Effectiveness Period") and (iv) two
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years have passed from the Closing Date.
No Holder of Registrable Securities may include any of its Registrable
Securities in any Shelf Registration pursuant to this Agreement unless and until
such Holder becomes a Notice Holder and, in the case that requirements under the
Securities Act are changed after the date of this Agreement (all such
requirements, the "New Requirements"), furnishes to the Company, upon request by
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the Company, any additional information pursuant to the New Requirements
concerning such Holder required to be included in any Shelf Registration
Statement or Prospectus included therein. Each Holder of Registrable Securities
as to which any Shelf Registration Statement is being effected agrees to furnish
promptly to the Company all information required to be disclosed so that the
information previously furnished to the Company by such Holder is not materially
misleading and does not omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading in
the light of the circumstances under which they were made. Subject to the
foregoing, at the time the Initial Shelf Registration Statement is declared
effective, each Holder that became a Notice Holder at the time of effectiveness
shall be named as a selling securityholder in the Initial Shelf Registration
Statement and the related Prospectus in such a manner as to permit such Holder
to deliver such Prospectus to purchasers of Registrable Securities in accordance
with applicable law. None of the Company's securityholders (other than Holders
of Registrable Securities) shall have the right to include any of the Company's
securities in the Shelf Registration Statement.
(b) Subsequent Shelf Registrations. If the Initial Shelf Registration or
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any Subsequent Shelf Registration ceases to be effective for any reason at any
time during the
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002