AMD 2001 Annual Report Download - page 78

writing. As a condition to the registration of transfer of any Restricted
Securities, the Company or the Trustee may require evidence satisfactory to them
as to the compliance with the restrictions set forth in the legend on such
securities.
Except as provided in the following sentence and in Section 3.10, all
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Securities originally issued hereunder and all Securities issued upon
registration of transfer or exchange or replacement thereof shall be Restricted
Securities and shall bear the legend required by Sections 2.02 and 2.05, unless
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the Company shall have delivered to the Trustee (and the Security Registrar, if
other than the Trustee) a Company Order stating that the Security is not a
Restricted Security and may be issued without such legend thereon. Securities
which are issued upon registration of transfer of, or in exchange for,
Securities which are not Restricted Securities shall not be Restricted
Securities and shall not bear such legend.
No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04 or 9.06 not involving any transfer.
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The Company shall not be required to exchange or register a transfer
of any Security (i) during the 15-day period immediately preceding the mailing
of any notice of redemption of any Security, (ii) after any notice of redemption
has been given to Holders of Securities, except, where such notice provides that
such Security is to be redeemed only in part, the Company shall be required to
exchange or register a transfer of the portion thereof not to be redeemed, (iii)
that has been surrendered for conversion or (iv) as to which a Purchase Notice
or Fundamental Change Repurchase Notice has been delivered and not withdrawn,
except, where such Purchase Notice or Fundamental Change Repurchase Notice
provides that such Security is to be purchased only in part, the Company shall
be required to exchange or register a transfer of the portion thereof not to be
purchased.
(b) Beneficial ownership of every Restricted Security shall be subject
to the restrictions on transfer provided in the legends required to be set forth
on the face of each Restricted Security pursuant to Sections 2.02 and 2.05,
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unless such restrictions on transfer shall be terminated in accordance with this
Section 3.05(b) or Section 3.10. The Holder of each Restricted Security, by such
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Holder's acceptance thereof, agrees to be bound by such restrictions on
transfer.
The restrictions imposed by this Section 3.05 and Sections 2.02, 2.05
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and 3.10 upon the transferability of any particular Restricted Security shall
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cease and terminate upon delivery by the Company to the Trustee of an Officers'
Certificate stating that such Restricted Security has been sold pursuant to an
effective Resale Registration Statement under the Securities Act or transferred
in compliance with Rule 144 under the Securities Act (or any successor provision
thereto). Any Restricted Security as to which the Company has delivered to the
Trustee an Officers' Certificate that such restrictions on transfer shall have
expired in accordance with their terms or shall have terminated may, upon
surrender of such Restricted Security for exchange to the Security Registrar in
accordance with the provisions of this Section 3.05, be exchanged for a new
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Security, of like tenor and aggregate Principal Amount, which
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002