AMD 2004 Annual Report Download - page 173

“Parent Forecasts” is defined in Section 8.9.2.
“Participate” shall include (a) participation in conferences, meetings or Proceedings with any Governmental Authority, the subject matter of which
includes an item for which a Member may have liability pursuant to Article X of the Contribution Agreement, (b) participation in appearances before any court
or tribunal, the subject matter of which includes an item for which a party may have liability pursuant to Article X of the Contribution Agreement, and (c) with
respect to matters described in the preceding clauses (a) and (b), participation in the submission and determination of the content of the documentation, protests,
memoranda of fact and law, and briefs, and the conduct of oral arguments and presentations.
“Percentage Interest” means, with respect to a Member holding one or more Units, its Interest in the Company as determined by dividing the
number of Units owned by such Member by the total number of Units of the Company then outstanding as specified in Exhibit A attached hereto, as such exhibit
may be modified or supplemented from time to time in accordance with the terms of this Agreement.
“Percentage Sold” is defined in Section 9.3.8(c).
“Person” means any person or entity, whether an individual, trustee, corporation, partnership, limited partnership, limited liability company, trust,
unincorporated organization, business association, firm, joint venture, other legal entity or Governmental Authority.
“Potential Acquirers” is defined in Section 9.3.9(a).
“Proceeding” means actions, suits, hearings, arbitrations, proceedings (public or private), investigations, examinations, audits or claims brought by
or against any Governmental Authority.
“Products” is defined in the AMD Distribution Agreement and the Fujitsu Distribution Agreement.
“Projected Ending Cash Balance” means the Company’s projected ending balance of Cash (on a consolidated basis) determined by the Company
for any given fiscal quarter, calculated using the Company’s then-current Rolling Quarterly Plan and related cash flow statements, each prepared in a manner
consistent with the Company’s other financial statements and GAAP, provided that, with respect to determining an Operations Shortfall, such calculation of the
projected ending balance will (i) exclude principal payments made by the Company with respect to any debt incurred to cover Financing Shortfalls and, for the
avoidance of doubt, the amount of such payments shall be deemed to be included in such projected ending balance of Cash, and (ii) include distributions made or
to be made pursuant to Sections 5.1.1(a), 5.1.1(b) and 5.1.1(c) (without regard to any limitations therein based on inadequacy of available cash).
“Public Offering” is defined in Section 9.3.10.
“Pull-In Note” is defined in Section 4.3.2(c).
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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