AMD 2007 Annual Report Download - page 275

Spansion Inc.
Notes to Consolidated Financial Statements—(Continued)
The Class C common stock will convert automatically on a one-for-one basis into Class A common stock in the event that:
• Fujitsu’s aggregate ownership interest in the Company falls below ten percent of the outstanding shares of the Company’s capital stock, as
calculated on an as-converted to common stock basis; or
• Fujitsu transfers its share of Class C common stock to any person other than a Fujitsu affiliate.
In the event of any such conversion, any rights specifically granted to the holders of Class B common stock or Class C common stock, as the case may be,
shall cease to exist, and the Company shall not be authorized to reissue such shares of Class B common stock or Class C common stock, as the case may be.
In the event of the Company’s merger or consolidation with or into another company in connection with which shares of common stock are converted into
or exchangeable for shares of stock, other securities or property (including cash), all holders of common stock, regardless of class, will be entitled to receive the
same kind and amount of shares of stock, other securities or property (including cash).
Preferred Stock
The Company’s directors has the authority, without action by the stockholders, to designate and issue preferred stock in one or more series and to
designate the rights, preferences and privileges of each series, such as dividend rates, dividend rights, liquidation preferences, voting rights and the number of
shares constituting any series and designation of such series, which may be greater than the rights of the common stock. It is not possible to state the actual effect
of the issuance of any shares of preferred stock upon the rights of holders of the common stock until the board of directors determines the specific rights of the
holders of such preferred stock. However, the effects might include, among other things:
• restricting dividends on the common stock;
• diluting the voting power of the common stock;
• impairing the liquidation rights of the common stock; or
• delaying or preventing a change of control of Spansion Inc. without further action by the stockholders.
Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008