AMD 2001 Annual Report Download - page 160

as shall be reasonably necessary to enable them to exercise any applicable due
diligence responsibilities, and cause the officers, directors and employees of
the Company and its subsidiaries to supply all information reasonably requested
by any such Inspector in connection with such Registration Statement.
(m) Provide the Holders of the Registrable Securities to be included in
such Registration Statement and a single counsel to such Holders (chosen in
accordance with Section 5(b)), reasonable opportunity to participate in the
preparation of such Registration Statement, each prospectus included therein or
filed with the SEC, and each amendment or supplement thereto.
(n) Comply with all applicable rules and regulations of the SEC and make
generally available to its securityholders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days
after the end of any 12-month period (or 90 days after the end of any 12-month
period if such period is a fiscal year) commencing on the first day of the first
fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods.
(o) Cooperate with each seller of Registrable Securities covered by any
Registration Statement, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the National Association of Securities Dealers, Inc. (the
"NASD").
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(p) Cause the Indenture to be qualified under the TIA not later than the
effective date of the first Registration Statement relating to the Registrable
Securities; and in connection therewith, cooperate with the Trustee and the
Holders of the Registrable Securities to effect such changes to the Indenture as
may be required for the Indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use its reasonable efforts to cause the
Trustee to execute, all documents as may be required to effect such changes and
all other forms and documents required to be filed with the SEC to enable the
Indenture to be so qualified in a timely manner.
(q) Use its reasonable efforts to take all other steps necessary or
advisable to effect the registration of the Registrable Securities covered by a
Registration Statement contemplated hereby.
(r) Use its best efforts to list, subject to notice of issuance, the
Underlying Shares on the NYSE and to maintain the listing of such Underlying
Shares on the NYSE for so long as the Convertible Notes or the Underlying Shares
are outstanding.
Each Holder of Registrable Securities agrees by acquisition of such
Registrable Securities that, upon actual receipt of any notice from the Company
of the happening of any event of the kind described in Section 4(c)(ii),
4(c)(iii) or 4(c)(iv) hereof, such Holder will
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002