AMD 2001 Annual Report Download - page 159

enable the disposition in such jurisdictions of the Registrable Securities
covered by the applicable Registration Statement; provided, however, that the
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Company shall not be required to (A) qualify generally to do business in any
jurisdiction where it is not then so qualified, (B) take any action that would
subject it to general service of process in any jurisdiction where it is not
then so subject or (C) subject itself to taxation in excess of a nominal dollar
amount in any jurisdiction where it is not then so subject.
(h) Cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing
shares of Registrable Securities to be sold, which certificates shall not bear
any restrictive legends and shall be in a form eligible for deposit with the
Depository; and enable such shares of Registrable Securities to be in such
denominations and registered in such names as the Holders may reasonably
request.
(i) Use its reasonable efforts to cause the Registrable Securities covered
by any Shelf Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be reasonably necessary to
enable the seller or sellers thereof, to consummate the disposition of such
Registrable Securities, except as may be required solely as a consequence of the
nature of such selling Holder's business, in which case the Company will
cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals.
(j) Upon the occurrence of any event contemplated by paragraph 4(c)(ii),
4(c)(iii) or 4(c)(iv) hereof, as promptly as practicable (and after any
applicable Suspension Period) prepare and (subject to Section 4(a) hereof) file
with the SEC, at the sole expense of the Company, a supplement or post-effective
amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities being sold thereunder, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(k) Prior to the effective date of the first Registration Statement
relating to the Registrable Securities, (i) provide the Trustee with
certificates for the Registrable Securities in a form eligible for deposit with
the Depositary and (ii) provide required CUSIP numbers for the Registrable
Securities.
(l) Upon such party's execution of a confidentiality agreement, reasonably
acceptable to the Company, make available for inspection by any selling Holder
of such Registrable Securities being sold, and any attorney, accountant or other
agent retained by any such selling Holder, (collectively, the "Inspectors"), at
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the offices where normally kept, during reasonable business hours at such time
or times as shall be mutually convenient for the Company and the Inspectors as a
group, all financial and other records, pertinent corporate documents and
instruments of the Company and its subsidiaries (collectively, the "Records")
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002