AMD 2004 Annual Report Download - page 224

different than the Person selected to perform the IPO Valuation in Section 9.3.2, to conduct the DCF Valuation. Each Member shall use reasonable efforts to
cause the DCF Valuation to be completed within thirty (30) days following the selection of the Qualified Valuator. The DCF Valuation shall be based, among
other things, upon the then-current 4–Year Operations Plan (which shall have been updated by the Company in accordance with Section 9.3.2). The DCF
Valuation shall finalize a valuation range on a per share basis for the Membership Interests of the Company, 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
DCF Valuation shall be the low-point of the Qualified Valuator’s valuation range.
9.3.4Review Period. Both Valuations shall be provided to each Member. The Transferring Member shall have a period of thirty (30) days from
receipt of the last completed Valuation in which to review the Valuations, and determine whether it wishes to Transfer all or any part of its Membership Interest.
9.3.5Offer. If the Transferring Member decides to sell all or any part of its Membership Interest, then within the thirty (30)-day period referred to in
Section 9.3.4, the Transferring Member shall provide a written notice (the “Offer Notice”) to the Non-Transferring Member setting forth the Transferring
Member’s binding offer to sell all or a part of its Membership Interest to the Non-Transferring Member. The Offer Notice shall include the following: (a) the
number of Units that the Transferring Member desires to sell (the “Transfer Shares”); and (b) the lower of the IPO Valuation per share valuation amount and
the DCF Valuation per share valuation amount, as each such amount is determined in accordance with Sections 9.3.2 and 9.3.3 (the “Valuation Amount”).
9.3.6Right of First Refusal. The Non-Transferring Member will have the right, for a period of sixty (60) days following the receipt of the Offer
Notice, to elect to purchase the Transfer Shares at a per share price equal to the Valuation Amount (the “Right of First Refusal”). The Non-Transferring Member
may assign this Right of First Refusal in whole or in part to a third party, provided that such third party must also exercise such assigned Right of First Refusal
within such sixty (60)-day period. In the event that the third-party assignee exercises such Right of First Refusal within such sixty (60)-day period, such assignee
shall complete the purchase of the Transfer Shares on the same terms and subject to the same conditions as the Non-Transferring Member; provided, however,
that in no event shall the Transferring Member be obligated to offer financing in accordance with Section 9.3.8 to a third-party assignee. If the Non-Transferring
Member and/or its assignee elect(s) to exercise the Right of First Refusal, it/they shall provide written notice to the Transferring Member within such sixty
(60)-day period and shall consummate the purchase of the applicable Transfer Shares as promptly as practicable thereafter.
9.3.7Manner of Exercise. The Right of First Refusal must be exercised by the Non-Transferring Member and/or its assignee(s) with respect to all or
none of the Transfer Shares that represent up to and including ten percent (10%) of the outstanding shares of the Company. If the Transfer Shares constitute more
than ten percent (10%) of the Company’s outstanding shares, then, if exercised, the Right of First Refusal must be exercised by the
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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