AMD 2004 Annual Report Download - page 223

Interests to any Person in accordance with this Section 9.3, a Member may Transfer to such Person a portion of its interest in any promissory note (whether or not
convertible) issued to such Member by the Company, provided that such portion does not exceed the portion of such Member’s Membership Interest Transferred
to such Person at such time.
9.3.1Valuation Request. A Member wishing to Transfer all or part of its Membership Interest (a “Transferring Member”) must provide a notice to
the other Member requesting a valuation of the Company (the “Valuation Request”). Promptly following such request, the Members shall jointly obtain both an
Initial Public Offering (market value) valuation (“IPO Valuation”) and a Discounted Cash Flow valuation (“DCF Valuation” and, together with the IPO
Valuation, the “Valuations”), in accordance with this Section 9.3, the costs of which shall be shared equally between the Members; provided, however, in the
event that the Transferring Member determines, after receipt of the last completed Valuation, not to Transfer all or part of its Membership Interest pursuant to the
process set forth in this Section 9.3, such requesting Member shall bear the entire cost of the Valuations.
9.3.2IPO Valuation. Within ten (10) days from the date of receipt of the Valuation Request, each Member shall provide the other Member with a
list of the names of any investment banks, accounting firms or valuation specialists hired or used by such Member or its Affiliates (including for this purpose, in
the case of AMD Member, any Company Entity) for valuation of the Company or a material portion of its assets at any time after the date commencing twelve
(12) months prior to the Launch Date and continuing through the Valuation Request date. Within fifteen (15) days from the date of receipt of the Valuation
Request, the Members shall mutually select a Qualified Valuator to conduct the IPO Valuation. Each Member shall use reasonable efforts to cause the IPO
Valuation to be completed within thirty (30) days following the selection of the Qualified Valuator. The Qualified Valuator shall only have a minimal role (or no
role) in any Initial Public Offering of the Company’s shares which results from the sale process set forth in this Section 9.3. The IPO Valuation shall be based,
among other things, upon the then-current 4-Year Operations Plan, which shall be updated by the Company in order to take into account (a) changes in market
conditions, (b) management’s best assessment of the Company’s prospects at the time of the Valuation Request, (c) the impact on the business of the
Transferring Member reducing its Percentage Interest and (d) the costs that would need to be incurred by the Company in order to make the Company a stand
alone entity. The Qualified Valuator shall finalize a price range on a per-share basis for the Membership Interests of the Company (assuming an offering size of
at least one hundred million dollars (U.S.$100,000,000) in gross proceeds) that could reasonably be expected to be obtained in an Initial Public Offering of the
Company’s shares, and shall submit to each Member a formal valuation opinion that has been approved by the Qualified Valuator’s valuation/fairness committee.
For purposes of this Section 9.3, the per share valuation amount of the IPO Valuation shall be the low-point of the Qualified Valuator’s price range. Also for
purposes of this Section 9.3, the term “share” as used herein refers to the applicable Unit (or a share of equity securities if the Company were converted from a
limited liability company to a corporation).
9.3.3Discounted Cash Flow Valuation. Within fifteen (15) days from the date of receipt of the Valuation Request, the Members shall mutually
select a Qualified Valuator,
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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