AMD 2004 Annual Report Download - page 230

(4) use commercially reasonable efforts to (i) register and qualify the shares covered by such registration statement under such other
securities or “blue sky” laws of such jurisdictions as may be reasonably requested by each Selling Member and do all other acts and things that may be necessary
or desirable to enable the Selling Members to consummate their public sale or other disposition of the shares in such states, provided that the Company will not
be required in connection therewith or as a condition thereto to qualify to do business, where not otherwise required, or to file a general consent to service of
process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities
Act, and (ii) cause such shares to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business
and operations of the Company to enable the disposition of such shares;
(5) enter into and perform its obligations under the underwriting agreement, in usual and customary form, with the managing
underwriter of such offering and take such other actions as the underwriters reasonably deem necessary to expedite or facilitate the disposition of the shares
(including, without limitation, effecting a stock split or combination or causing its officers to participate in “road shows”);
(6) notify each Selling Member covered by such registration statement, at any time when a prospectus relating thereto is required to
be delivered under the Securities Act, of (i) the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation
of any proceedings by any Person to such effect, and promptly use commercially reasonable efforts to obtain the release of such suspension, or (ii) the happening
of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein or necessary to make the statements therein not misleading and promptly furnish to each Selling Member
copies of a supplement or amendment of such prospectus as may be necessary to correct such misstatement or omission;
(7) cause all such shares registered pursuant hereunder to be listed on a national securities exchange or the Nasdaq National Market
(or, if the Company’s shares are already listed, on each securities exchange on which similar securities issued by the Company are then listed);
(8) provide a transfer agent and registrar for all shares registered pursuant hereunder and a CUSIP number for all such shares, in each
case not later than the effective date of such registration and use commercially reasonable efforts to cause the transfer agent to remove restrictive legends on the
securities covered by such registration; and
(9) permit each Selling Member requesting such registration or their counsel, the managing underwriter, and the accountants and
counsel to the underwriters, to conduct a due diligence investigation of Company, including, without limitation, the inspection of properties of the Company and
financial and other records and corporate proceedings and access to Company management and the Company Accountant to supply all information reasonably
requested by each Selling Member, underwriters and their counsel.
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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