AMD 2004 Annual Report Download - page 177

multiplied by such Member’s allocable share of the Company’s taxable income as reflected on such Member’s final or, if applicable, amended Schedule K-1 to
IRS Form 1065 for such Fiscal Year, minus the amount of tax credits allocated to such Member on such Schedule K-1, over (ii) the amount of such Member’s
Tax Liability Distributions previously made with respect to such Fiscal Year.
“Tax Matters Partner” shall mean AMD Member.
“Technology” has the meaning set forth in the AMD Distribution Agreement and in the Fujitsu Distribution Agreement.
“Technology Roadmap” means the Company’s written technology and product roadmap, as approved from time to time by the appropriate Officer
or Officers of the Company.
“Transfer” (including, with correlative meaning, the term “Transferred”) means, with respect to any Membership Interest in the Company or
portion thereof, a sale, conveyance, exchange, assignment, pledge, encumbrance, gift, bequest, hypothecation or other transfer or disposition by any other means,
whether for value or no value and whether voluntary or involuntary (including, without limitation, by operation of law), or an agreement to do any of the
foregoing.
“Transferred Employees” is defined in Section 3.2.1 of the Secondment Agreement and shall include all other employees transferred by Fujitsu
and its Affiliates to a Company Entity.
“Transfer Shares” is defined in Section 9.3.5.
“Transferring Member” is defined in Section 9.3.1.
“Unit” means, with respect to a Membership Interest, a fractional, undivided share of such Membership Interest issued pursuant to Article 3 of this
Agreement. A Membership Interest may include a fractional Unit. As of the date hereof, the Units are held by the Members in accordance with Exhibit A, which
Exhibit will be updated from time to time in accordance with the terms of this Agreement.
“Valuation Amount” is defined in Section 9.3.5.
“Valuation Request” is defined in Section 9.3.1.
“Valuations” is defined in Section 9.3.1.
“Variances” is defined in Section 8.8.
“Voting Stock” is defined in the definition of “Change in Control.”
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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