AMD 2001 Annual Report Download - page 157

and pursuant thereto and in connection with any Registration Statement filed by
the Company hereunder the Company shall:
(a) Prepare and file with the SEC prior to the Filing Date, a Registration
Statement or Registration Statements as prescribed by Section 2 hereof, and use
its reasonable efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that
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before filing any Registration Statement or Prospectus or any amendments or
supplements thereto, the Company shall, upon request of any Holder of
Registrable Securities covered by such Registration Statement furnish to and
afford such Holder and such Holder's counsel, if any, a reasonable opportunity
to review copies of all such documents proposed to be filed (in each case, where
possible, at least five Business Days prior to such filing, or such later date
as is reasonable under the circumstances), and shall incorporate into such
filings such comments and changes as may be reasonably requested by such
persons. The provisions of this paragraph (a) shall not apply to the filing by
the Company of annual, quarterly or current reports, or proxy statements or
schedules under the Exchange Act. The Company shall not file any Registration
Statement or Prospectus or any amendments or supplements thereto if Holders of a
majority in Amount of Registrable Securities covered by such Registration
Statement or their counsel, shall reasonably object.
(b) Prepare and file with the SEC such amendments and post-effective
amendments to each Shelf Registration Statement as may be necessary to keep such
Registration Statement continuously effective for the Effectiveness Period;
cause the related Prospectus to be supplemented by any prospectus supplement
required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities
Act; and comply with the provisions of the Securities Act and the Exchange Act
applicable to it with respect to the disposition of all securities covered by
such Registration Statement as so amended or in such Prospectus as so
supplemented. Except as provided in Section 3(b), the Company shall be deemed
not to have used its reasonable efforts to keep a Registration Statement
effective during the Effectiveness Period if it voluntarily takes any action
that would result in selling Holders of the Registrable Securities covered
thereby that are Notice Holders not being able to sell such Registrable
Securities during that period unless such action is required by applicable law
or unless the Company complies with this Agreement, including, without
limitation, the provisions of Sections 2(b) and 4(l) hereof.
(c) Notify the applicable selling Holders of Registrable Securities and
their counsel promptly (but in any event within three Business Days) and,
confirm such notice in writing, (i) when a Prospectus or any prospectus
supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become
effective under the Securities Act, (ii) of the issuance by the SEC of any stop
order suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus or the initiation
of any proceedings for that purpose, (iii) of the happening of any event, the
existence of any
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002