AMD 2004 Annual Report Download - page 201

by the requisite number of Managers (including the affirmative vote of at least fifty percent (50%) of the Managers appointed by Fujitsu serving at that time in
the case of matters requiring a Special Vote) that would have been required at a meeting of the Board of Managers with all Managers present.
7.6.6Meetings by Telecommunications. Unless the Act otherwise provides, members of the Board of Managers shall have the right to participate in
all meetings of the Board of Managers by means of a conference telephone or similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
7.6.7Interpreters. Interpreters will be provided for any meeting of the Board of Managers, at the cost of the Company, upon the request of any
Manager.
7.6.8Related Party Claims. Notwithstanding anything herein to the contrary, the decision of any Company Entity to pursue, and the procedures for
pursuing, a Fujitsu Manager Claim or an AMD Manager Claim shall be as set forth on Schedule B.
7.7 Actions Requiring a Special Vote of the Board of Managers
Notwithstanding the provisions of Section 7.6.5 or any other provisions of this Agreement, the Company may not, and no Member or Manager may
cause the Company to, take any of the following actions or any other action specified in this Agreement as requiring a Special Vote without a Special Vote of the
Board of Managers:
7.7.130% Threshold. In addition to Special Vote provisions provided to Fujitsu Member in Sections 7.7.2 and 7.7.3, for so long as Fujitsu
Member’s Percentage Interest is at least thirty percent (30%):
(a) effect any investment in, or acquisition or disposition of, assets (including through a transfer of equity securities) by a Company Entity
or Company Entities (including by merger, consolidation or otherwise) that comprise greater than twenty percent (20%) of the fair market value (subject to the
last paragraph of this Section 7.7.1, as determined by the Board of Managers) of the assets of the Company Entities taken as a whole; provided, however, that
there shall be no Special Vote of the Board of Managers required with respect to the acquisition or construction of the **** in the 4-Year Fixed Financial
Support Plan to the extent that the acquisition or construction of **** does not require the cumulative capital expenditure amounts set forth in the 4-Year Fixed
Financial Support Plan through the then-current fiscal quarter to be exceeded;
(b) effect a merger or consolidation (in a transaction or series of transactions) in which the Company is not the surviving entity or in which
the Company is the surviving entity but in either case in which the Membership Interests or Units possessing more than fifty percent (50%) of the total combined
Membership Interests or Units are transferred to a Person or Persons different than those who held such interests immediately prior to the merger or consolidation
or the initial transaction culminating in such merger or consolidation;
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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