AMD 2004 Annual Report Download - page 164

“Chief Financial Officer” is defined in Section 7.12.3.
“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).
“Company” is defined in the preamble.
“Company Accountant” shall mean initially Ernst & Young LLP or such other independent accounting firm as appointed from time to time by the
Board of Managers.
“Company Assets” means all direct and indirect rights and interests in real and personal property owned by the Company from time to time, and
shall include both tangible and intangible property (including Cash).
“Company Correlative Item” is defined in Section 6.4.4(b).
“Company Entity” means the Company, or any of its directly or indirectly majority owned subsidiaries (whether organized as corporations, limited
liability companies or other legal entity).
“Company Minimum Gain” has the meaning set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1) for the phrase “partnership
minimum gain.”
“Company Section 482 Allocation” is defined in Section 6.4.4(a).
“Company Transaction” is defined in Section 7.16.2(a).
“Confidential Information” is defined in Section 7.19.1
“Continuing Director” means, solely with respect to AMD or Fujitsu, at any date, a member of AMD’s or Fujitsu’s Board of Directors, as the case
may be, (i) who was a member of such board on June 30, 2003 or (ii) who was nominated or elected by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election or whose election to the such board was recommended or endorsed by at least a majority of the directors who
were Continuing Directors at the time of such nomination or election or such lesser number comprising a majority of a nominating committee comprised of
independent directors if authority for such nominations or elections has been delegated to a nominating committee whose authority and composition have been
approved by at least a majority of the directors who were Continuing Directors at the time such committee was formed.
“Contributed Assets” means the AMD Contributed Assets and the Fujitsu Contributed Assets as such terms are defined in the Contribution
Agreement.
“Contribution Agreement” means the Contribution and Assumption Agreement dated as of June 30, 2003 among the Company, AMD and Fujitsu.
“Convertible Note” is defined in Section 4.3.2(d).
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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