AMD 2004 Annual Report Download - page 234

ARTICLE 10.
DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY;
EFFECT OF BREACH
10.1 Limitations
The Company may be dissolved, liquidated, and terminated only pursuant to the provisions of this Article 10, and the parties hereto do hereby
irrevocably waive, to the extent permitted by Applicable Law, any and all other rights they may have to cause a dissolution, liquidation or termination of the
Company or a sale or partition of any or all of the Company Assets in connection with such dissolution or liquidation.
10.2 Exclusive Causes
Notwithstanding the Act, the following and only the following events shall cause the Company to be dissolved, liquidated, and terminated:
(a) by the election of all of the Members;
(b) the entry of a decree of judicial dissolution pursuant to §18-802 of the Act; or
(c) at any Member’s election, if the Company ceases operation for more than six (6) months unless due to force majeure.
To the fullest extent permitted by law, any dissolution of the Company other than as provided in this Section 10.2 shall be a dissolution in contravention of this
Agreement.
10.3 Effect of Dissolution
The dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not
terminate until it has been wound up and its assets have been distributed as provided in Section 10.5.1 of this Agreement. Notwithstanding the dissolution of the
Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, shall continue to be governed by this
Agreement.
10.4 No Capital Contribution Upon Dissolution
Each Member shall look solely to the Company Assets for all distributions with respect to the Company, its Capital Contribution thereto, its Capital
Account and its share of Net Profits or Net Losses, and shall have no recourse therefor (upon dissolution or otherwise) against any other Member. Accordingly, if
any Member has a deficit Capital Account balance (after giving effect to all contributions, distributions and allocations for all taxable years, including the
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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