AMD 2003 Annual Report Download - page 171

(iv) The Borrower and its Subsidiaries will not, during the Enhanced Covenant Period, enter into any transaction of merger, reorganization, or
consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or any part of property of it or any of its Subsidiaries, or agree to do any
of the forgoing, except (a) sales of the Inventory in the ordinary course of its business or such Subsidiary’s business; (b) sales or other disposition
of assets in the ordinary course of business that is obsolete, worn-out or no longer useable by the Borrower in its business; (c) Investments by the
Borrower or any of its Subsidiaries in the Borrower or any of its Subsidiary (provided that the amount of all such Investments made by the
Borrower or any of its Japan Subsidiary during the Enhanced Covenant Period may not exceed 3 billion yen in the aggregate); (d) sales or other
dispositions of assets where the aggregate book value of assets so sold by the Borrower and its Subsidiaries, together, shall not exceed 6 billion
yen from and after the execution date of this Agreement; (e) mergers or consolidations between the Borrower and any of its Subsidiaries and
between any of its Subsidiaries and any other Subsidiaries of the Borrower (provided that, with respect to any such transaction involving the
Borrower, the Borrower shall be continuing or surviving entity); (f) transfers of the Inventory between the Borrower or its Subsidiaries, and
among its Subsidiaries (provided that the terms of any such transactions shall be no less favourable to the Borrower and its Subsidiaries than
would be obtained in a comparable arm’s length transaction with a third party who is not the Affiliate); or (g) transactions set forth in the item (v)
below. Notwithstanding anything to the contrary in this item (iv), and whether or not the Enhanced Covenant Period then exists, (I) the Borrower
shall not at any time consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets to any person, and (II) the removal of the equipment from the Aizu Facility and the sale or other disposition of the Aizu
Facility, which will substantially affect the Borrower’s financial ability to fulfil repayment of debts under this Agreement, shall not be permitted
without a consent of the Majorities Lenders, except as permitted under the preceding clause (f).
(v) The Borrower and its Subsidiaries will not declare or make, or incur any liability to make any of the payment or making of dividend, or the
redemption or acquisition of any capital stock of the Borrower or its Subsidiaries or any option of such capital stock (the “Distribution”) more
frequently than after the end of each fiscal quarter to the extent that no event of default of this Agreement and an agreement (other than this
Agreement) entered into between the Borrower and the third party would occur after giving effect to any such payment and, during the Enhanced
Covenant Period, (a) declare or make, or incur any liability to make any Distribution, except (I) the Distribution to the Borrower by its
Subsidiaries, (II) the Distribution by any wholly-owned Subsidiaries of the Borrower to the Borrower or any other wholly-owned Subsidiaries of
the Borrower and (III) redemptions, repurchase, retirements or other acquisitions of any equity interests of the Borrower in exchange for other
equity interests of the Borrower or out of the proceeds of the substantially concurrent sale (other than to its Subsidiaries) of other equity interests
of the Borrower, or (b) make any change in its capital
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Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004