AMD 2001 Annual Report Download - page 66

accrued and unpaid interest and Additional Amounts, if any, to, but excluding,
the Fundamental Change Repurchase Date (the "Fundamental Change Repurchase
Price"), which Fundamental Change Repurchase Price shall be paid in cash.
Holders have the right to withdraw any Purchase Notice or Fundamental
Change Repurchase Notice, as the case may be, by delivering to the Paying Agent
a written notice of withdrawal in accordance with the provisions of the
Indenture.
If cash sufficient to pay the Purchase Price or Fundamental Change
Repurchase Price, as the case may be, of all Securities or portions thereof to
be purchased on a Purchase Date or on a Fundamental Change Repurchase Date, as
the case may be, is deposited with the Paying Agent on the Business Day
following the Purchase Date or the Fundamental Change Repurchase Date, as the
case may be, interest will cease to accrue on such Securities (or portions
thereof) immediately after such Purchase Date or Fundamental Change Repurchase
Date, as the case may be, and the Holder thereof shall have no other rights as
such (other than the right to receive the Purchase Price or Fundamental Change
Repurchase Price, as the case may be, upon surrender of such Security).
Conversion. Subject to the provisions of the Indenture, the Holder hereof
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has the right, at its option, at any time following the date of issuance of the
Securities and prior to the close of business on the Business Day next preceding
February 1, 2022 (except that with respect to any Security or portion of a
Security which shall be called for redemption, prior to the close of business on
the Business Day next preceding the Redemption Date) (unless the Company shall
default in payment of the Redemption Price), to convert the Principal Amount
hereof or any portion of such principal which is $1,000 or an integral multiple
thereof, into that number of fully paid and non-assessable shares of Common
Stock, as said shares shall be constituted at the date of conversion, obtained
by dividing the Principal Amount of this Security or portion thereof to be
converted by the conversion price of $23.38 (the "Conversion Price") as adjusted
from time to time as provided in the Indenture, upon surrender of this Security,
together with a Conversion Notice as provided in the Indenture, to the Company
at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, The City of New York, or at the option of such Holder, the
Corporate Trust Office, and, unless the shares issuable on conversion are to be
issued in the same name as this Security, duly endorsed by, or accompanied by
instruments of transfer in form satisfactory to the Company duly executed by,
the Holder or by his duly authorized attorney. No adjustment in respect of
interest or dividends will be made upon any conversion; provided, however, that,
if this Security shall be surrendered for conversion during the period from the
close of business on any Regular Record Date for the payment of interest through
the close of business on the Business Day next preceding the following Interest
Payment Date, and has not been called for redemption on a Redemption Date that
occurs during such period, such Security (or portion thereof being converted)
must be accompanied by an amount, in funds acceptable to the Company, equal to
the interest payable on such Interest Payment Date on the Principal Amount being
converted; provided, however, that no such payment shall be required if there
shall exist at the time of conversion a default in the payment of interest or
Additional Amounts on the Securities. No fractional shares will be issued upon
any conversion, but an adjustment and payment in cash will be made, as provided
in the Indenture, in respect of any fraction of a share which would otherwise be
issuable upon the surrender of any Securities for conversion. Securities in
respect of which a Holder is exercising
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002