AMD 2004 Annual Report Download - page 228

(g) No sale of the applicable Transfer Shares to a Potential Acquirer shall be effected except at a value that is equal to or greater than the
Valuation Amount. In addition, in the event that the sale of the applicable Transfer Shares by the Transferring Member to a Potential Acquirer includes the
transfer of strategic and/or governance rights relating to the Company and/or the Non-Transferring Member (including rights relating to the appointment of
Managers (Section 7.2), and the matters requiring a Special Vote (Section 7.7) (i.e., any rights in excess of Economic Rights)), such sale shall be subject to the
approval of the Non-Transferring Member, such approval not to be unreasonably withheld.
9.3.10Public Offering. If no bids are received at either the Initial Bid End-Date or the Final Bid End-Date with a per share purchase price at least
equal to the Valuation Amount, or if the sale of the applicable Transfer Shares is not able to be consummated by the Sale End-Date, then the Transferring
Member shall have the right, but not the obligation, to sell the applicable Transfer Shares through the following underwritten public offering process (a “Public
Offering”).
(a) If the Transferring Member desires to sell the applicable Transfer Shares in a Public Offering, the Transferring Member must provide the
Company with written notice requesting that the Company file a registration statement under the Securities Act covering the registration of the applicable
Transfer Shares, within fifteen (15) days from the last to occur of (i) the Initial Bid End-Date, if no bona fide bids are received with a per share purchase price at
least equal to the Valuation Amount, (ii) the Final Bid End-Date, if no bona fide final bids are received with a per share purchase price at least equal to the
Valuation Amount, and (iii) the Sale End-Date, if the sale of the applicable Transfer Shares is not able to be consummated by the Sale-End Date.
(b) Upon receipt of such notice from the Transferring Member, the Company will promptly, and in no event less than ten (10) days of the
receipt thereof, give written notice of the Transferring Member’s request to the Non-Transferring Member. The Non-Transferring Member shall, subject to the
conditions set forth herein, have the right, by giving written notice to the Company within fifteen (15) days after receipt of the Company’s notice, to include in
such Public Offering such of its shares as it elects in such notice to the Company (the Transferring Member and the Non-Transferring Member, if it elects to
include some or all of its shares in the Public Offering, are referred to collectively as the “Selling Members” and individually as a “Selling Member”). The
Company shall also have the right, subject to the conditions set forth herein, to include in such Public Offering any number of shares as it so elects.
(c) The right of any Selling Member to include its shares in such registration will be conditioned upon such Selling Member’s participation
in the underwriting and the inclusion of such Selling Member’s shares in the underwriting to the extent provided herein. Each Selling Member proposing to
distribute its shares through such underwriting will enter into an underwriting agreement in customary form with the underwriter or underwriters selected for
such underwriting in accordance with Section 9.3.10(g).
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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