AMD 2004 Annual Report Download - page 233

9.8 Admission of Assignees as Substitute Members
9.8.1Conditions. An Assignee shall become a Substitute Member immediately, upon the satisfaction of each of the following conditions:
(a) the assignor of the Interest Transferred sends written notice to the Board of Managers requesting the admission of the Assignee as a
Substitute Member and setting forth the name and address of the Assignee, the Percentage Interest Transferred by the Transferring Member to the Assignee, and
the effective date of the Transfer;
(b) Except in connection with Transfers pursuant to Section 9.3, Members holding a majority of the Percentage Interests held by
Non-Transferring Members with respect to the Transfer consent in writing to such admission, which consent may be given or withheld in such Member’s sole
and absolute discretion;
(c) the Company receives from the Assignee (i) an executed Joinder Agreement substantially in the form of Exhibit B, (ii) copies of any
instruments of Transfer evidencing the Transfer and (iii) an executed counterpart of the Non-Competition Agreement; and
(d) Assignee’s receipt of its Membership Interest in compliance with the provisions of this Agreement.
9.8.2Amendment. Upon the admission of any Substitute Member, Exhibit A shall be amended to reflect the name, address and Percentage Interest
of such Substitute Member and to eliminate or adjust, if necessary, the name, address and Percentage Interest of the predecessor of such Substitute Member.
9.9 Withdrawal of Members
If a Member has Transferred all of its Membership Interest to one or more Assignees, then such Member shall be deemed to have withdrawn from
the Company if and when all such Assignees have been admitted as Substitute Members in accordance with this Agreement.
9.10 Compliance With IRS Safe Harbor
The Board of Managers shall monitor the Transfers of interests in the Company to determine (i) whether such interests are being traded on an
“established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code, and (ii) whether
additional transfers of interests would result in the Company being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section
1.7704-1 (or such other guidance subsequently published by the Internal Revenue Service setting forth safe harbors under which interests will not be treated as
“readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The
Board of Managers shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Company of transfers
made on such markets and, except as otherwise provided herein, to ensure that at least one of the Safe Harbors is met.
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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