AMD 2004 Annual Report Download - page 227

(e) If the Non-Transferring Member sells any portion of its Membership Interest while there is still any amount outstanding under the
Financing Note, then the Non-Transferring Member will be deemed to have first sold the Transfer Shares, and the Financing Note shall be immediately prepaid
to the extent of all proceeds from such sale.
9.3.9Third Party Sales. If the Right of First Refusal is not exercised with respect to any portion of the Transfer Shares by the Non-Transferring
Member and/or its assignee(s), then the Transferring Member shall have the right, but not the obligation, to attempt to sell the unsubscribed Transfer Shares to a
third party pursuant to the following process. For the avoidance of doubt, the Transferring Member shall not have the right to proceed to the Public Offering
process set forth in Section 9.3.10 before fully completing the third-party sale process set forth in this Section 9.3.9, unless otherwise consented to by the
Non-Transferring Member.
(a) As the initial step in the process, the Members shall jointly prepare an initial list of qualified potential acquirers (each, a “Potential
Acquirer”, and collectively, the “Potential Acquirers”) of the unsubscribed Transfer Shares. For the avoidance of doubt, the list of Potential Acquirers shall be
subject to the approval of the Non-Transferring Member, such approval not to be unreasonably withheld.
(b) Upon completion of the initial list of Potential Acquirers (such date of completion, the “Offer Commencement Date”), the Transferring
Member may then offer the applicable Transfer Shares for sale to any or all of the Potential Acquirers. The Members will participate in a joint sale process, but in
no event shall the Non-Transferring Member have the right to participate in the Transferring Member’s negotiations with any Potential Acquirer.
(c) Each Potential Acquirer shall have a period of sixty (60) days from the Offer Commencement Date (the last day of such period, the
“Initial Bid End-Date”) in which to submit an initial non-binding bid for the applicable Transfer Shares (or a shorter period if both Members determine in good
faith that further bona fide bids are not reasonably likely to be received before the end of such sixty (60)-day period).
(d) Each Potential Acquirer that has submitted an initial bid shall have a period of thirty (30) days, or up to sixty (60) days, at the
Non-Transferring Member’s option, if the Non-Transferring Member determines in good faith that such extension is warranted to accommodate a bona fide
bidder, from the Initial Bid End-Date in which to submit a final bid for the applicable Transfer Shares (the last day of such period, the “Final Bid End-Date”).
(e) The Transferring Member shall have a period of twenty (20) days, or up to thirty (30) days, at the Non-Transferring Member’s option, if
the Non-Transferring Member determines in good faith that such extension is warranted to accommodate a bona fide bidder, from the Final Bid End-Date in
which to consummate the sale of the applicable Transfer Shares (the last day of such period, the “Sale End-Date”).
(f) The Members may mutually agree to extend any of the time periods set forth above.
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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