AMD 2001 Annual Report Download - page 154

Effectiveness Period (other than because of the sale of all of the securities
registered thereunder), the Company shall use its reasonable efforts to obtain
the prompt withdrawal of any order suspending the effectiveness thereof, and in
any event shall within 45 days of such cessation of effectiveness amend the
Initial Shelf Registration or any Subsequent Shelf Registration, as the case may
be, in a manner to obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional "shelf" Registration Statement
pursuant to Rule 415 covering all of the Registrable Securities (a "Subsequent
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Shelf Registration"). If a Subsequent Shelf Registration is filed, the Company
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shall use its reasonable efforts to cause the Subsequent Shelf Registration to
be declared effective under the Securities Act as soon as practicable after such
filing and to keep such Registration Statement continuously effective for a
period equal to the number of days in the Effectiveness Period. As used herein
the term "Shelf Registration" means the Initial Shelf Registration and any
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Subsequent Shelf Registration and the term "Shelf Registration Statement" means
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any Registration Statement filed in connection with a Shelf Registration.
(c) Supplements and Amendments. The Company shall promptly supplement and
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amend the Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
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Registration, if required by the Securities Act, or if reasonably requested by
the Holders of the majority in Amount of Registrable Securities covered by such
Registration Statement; provided, however, that the Company shall not be
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required to supplement or amend any Shelf Registration upon the request of a
Holder if such requested supplement or amendment would, in the good faith
judgment of the Company, violate the Securities Act, the Exchange Act or the
rules and regulations promulgated thereunder.
(d) Holder Procedures. Each Holder of Registrable Securities wishing to
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sell Registrable Securities pursuant to a Shelf Registration Statement and
related Prospectus agrees to deliver a Notice and Questionnaire to the Company
at least 5 Business Days prior to any intended distribution of Registrable
Securities under the Shelf Registration Statement. From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as practicable after the date a Notice and Questionnaire is
delivered, and in any event upon the later of (x) 5 Business Days after such
date or (y) 5 Business Days after the expiration of any Suspension Period in
effect when the Notice and Questionnaire is delivered or put into effect within
5 Business Days of such delivery date, (i) if required by applicable law, file
with the SEC a post-effective amendment to the Shelf Registration Statement or
prepare and, if required by applicable law, file a supplement to the related
Prospectus or a supplement or amendment to any document incorporated therein by
reference or file any other document required under the Securities Act so that
the Holder delivering such Notice and Questionnaire is named as a selling
securityholder in the Shelf Registration Statement and the related Prospectus in
such a manner as to permit such Holder to deliver such Prospectus to purchasers
of the Registrable Securities in accordance with applicable law and, if the
Company shall file a post-effective amendment to the Shelf Registration
Statement, use its reasonable efforts to cause such post-effective amendment to
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002