AMD 2004 Annual Report Download - page 229

(d) Notwithstanding anything to the contrary in the foregoing, if the managing underwriter advises the Company that the total amount of
shares requested to be included in the Public Offering exceeds the amount that the underwriter in its discretion determines is compatible with the success of the
Public Offering, then the Company will so advise each Selling Member that would otherwise have shares included in such Public Offering pursuant hereto, and
the shares that may be included in the underwriting will be as follows (in the following order of priority): first, the applicable Transfer Shares; second, the shares
included for sale by the Non-Transferring Member; and third, the shares included for sale by the Company. For the avoidance of doubt, no Transfer Shares shall
be excluded unless and until all other shares of the Non-Transferring Member and the Company have been excluded. Any shares excluded or withdrawn from
such underwriting will be withdrawn from the registration
(e) The Non-Transferring Member (if it is not also a Selling Member) shall have the right to purchase its pro-rata portion (based on its
Percentage Interest at the time of the Public Offering) of the shares being sold in the Public Offering.
(f) When required to effect the registration of any shares pursuant to this Section 9.3.10, the Company will, as expeditiously as possible
(provided that if the Company furnishes to the Member(s) requesting such registration a copy of a resolution of the Board of Managers certified by the Secretary
of the Company stating that in the good faith judgment of the Board of Managers it would be seriously detrimental to the Company and its Members for such
registration statement to be filed at such time, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of
the request for registration, provided further that such request may not be exercised more than one time in any twelve (12) month period):
(1) prepare and file with the SEC a registration statement with respect to the applicable Transfer Shares (and the other shares included
by the other Selling Members and/or the Company) and use commercially reasonable efforts to cause such registration statement to become effective as
expeditiously as possible, and keep such registration statement effective until the distribution contemplated in the registration statement has been completed,
provided that prior to the filing of the registration statement with the SEC, the Company will have furnished counsel for each Member with copies of all
documents proposed to be filed and obtained the approval of such counsel, which approval shall not be unreasonably withheld or delayed, in respect of all
disclosures therein relating to such Member;
(2) notify each Selling Member of the effectiveness of the registration statement and prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all shares covered by such registration statement;
(3) furnish to each Selling Member (i) a draft copy of the registration statement and (ii) such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as it may reasonably request in order to
facilitate the disposition of shares owned by it;
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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