AMD 2004 Annual Report Download - page 163

to any Member pursuant to Article 10 hereof upon the dissolution of the Company. The Board of Managers shall also make (a) any adjustments that are
necessary or appropriate, in the absence of guidance under applicable Regulations, to maintain equality between the Capital Accounts of the Members and the
amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section
1.704-1(b)(2)(iv)(q), and (b) any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with
Regulations Sections 1.704-1(b) and 1.704-2. Upon the conversion of any Convertible Note, the Members’ Capital Accounts shall be adjusted in accordance with
the requirements of the Code and Regulations.
“Capital Contributions” means, with respect to any Member, the total amount of cash and the initial Gross Asset Value of property (other than
cash) contributed to the capital of the Company by such Member, whether as a Capital Contribution of Contributed Assets or as a Capital Contribution of other
assets.
“Cash” means cash and cash equivalents determined by the Company in good faith consistent with GAAP.
“Certificate” is defined in Section 1.1.
“Chairman of the Board” is defined in Section 7.5.
“Change in Control” shall be deemed to have occurred, with respect to AMD or Fujitsu, when:
(1) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act) of shares representing more than fifty percent (50%) of the combined voting power of the then
outstanding securities entitled to vote generally in elections of directors of AMD or Fujitsu, as the case may be (the “Voting Stock”);
(2) AMD or Fujitsu (A) consolidates with or merges into any other Person or any other Person merges into AMD or Fujitsu, and in the case of any
such transaction, the outstanding common stock of AMD or Fujitsu, as the case may be, is changed or exchanged into other assets or securities as a result, unless
the stockholders of AMD or Fujitsu, as the case may be, immediately before such transaction own, directly or indirectly immediately following such transaction,
more than fifty percent (50%) of the combined voting power of the outstanding voting securities of the corporation resulting from such transaction in
substantially the same proportion as their ownership of the Voting Stock immediately before such transaction, or (B) conveys, transfers or leases all or
substantially all of its assets to any Person; or
(3) Any time Continuing Directors do not constitute a majority of the Board of Directors of AMD or Fujitsu, as the case may be (or, if applicable, a
successor Person to AMD or Fujitsu, as the case may be).
“Chief Executive Officer” is defined in Section 7.12.1.
6
Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005