AMD 2001 Annual Report Download - page 156

provided, however, that Additional Amounts on the Registrable Securities may not
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accrue under more than one of the foregoing clauses (i), (ii) or (iii) at any
one time; provided, further, however, that (1) upon the filing of the Shelf
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Registration as required hereunder (in the case of clause (a)(i) of this Section
3), (2) upon the effectiveness of the Shelf Registration as required hereunder
(in the case of clause (a)(ii) of this Section 3) or (3) upon the effectiveness
of a Shelf Registration which had ceased to remain effective (in the case of
clause (a)(iii) of this Section 3), Additional Amounts on the Registrable
Securities as a result of such clause (or the relevant subclause thereof), as
the case may be, shall cease to accrue. It is understood and agreed that,
notwithstanding any provision to the contrary, so long as any Registrable
Security is then covered by an effective Shelf Registration Statement, no
Additional Amounts shall accrue on such Registrable Security. No Holder of
Registrable Securities shall be entitled to Additional Amounts pursuant this
Section 3 until such Holder is a Notice Holder and until such Holder shall have
provided all information required to be provided by such Holder to the Company
pursuant to Section 2(a) hereof.
(b) Notwithstanding paragraph (a) of this Section 3, the Company shall be
permitted to suspend the effectiveness of a Shelf Registration for up to 30
consecutive days (a "Suspension Period") in any 90-day period without being
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required to pay Additional Amounts. The aggregate duration of any Suspension
Periods shall not, without incurring any obligation to pay Additional Amounts,
exceed 90 days in any 365-day period.
(c) So long as Convertible Notes remain outstanding, the Company shall
notify the Trustee within three Business Days after each and every date on which
an event occurs in respect of which Additional Amounts is required to be paid.
Any amounts of Additional Amounts due pursuant to clause (a)(i), (a)(ii) or
(a)(iii) of this Section 3 will be payable in cash semi-annually on each
February 1 and August 1 (each an "Additional Amounts Payment Date"), commencing
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with the first such date occurring after any such Additional Amounts commences
to accrue, to Holders to whom regular interest is payable on such Additional
Amount Payment Date with respect to Convertible Notes that are Registrable
Securities and to Persons that are registered Holders on January 15 or July 15
preceding such Additional Amount Payment Date with respect to Underlying Shares
that are Registrable Securities. The amount of Additional Amounts for
Registrable Securities will be determined by multiplying the rate of Additional
Amounts by the Amount of Registrable Securities outstanding on the Additional
Amount Payment Date following such Registration Default in the case of the first
such payment of Additional Amounts with respect to a Registration Default and
thereafter at the next succeeding Additional Amount Payment Date until the cure
of such Registration Default.
4. Registration Procedures.
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In connection with the filing of any Registration Statement pursuant to
Section 2 hereof, the Company shall effect such registrations to permit the
resale of the securities covered thereby in accordance with the intended method
or methods of disposition thereof,
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002