AMD » Topics » Section 2. Piggy-Back Registrations

This excerpt taken from the AMD 8-K filed Dec 21, 2005.

Section 2. “Piggy-Back” Registrations


Section 2.1 If, at any time after the IPO, the Corporation shall determine to register for its own account or the account of others under the Securities Act (including (i) in connection with a public offering by the Corporation other than the IPO or (ii) a demand for registration made by any stockholder of the Corporation including any of the parties hereto) any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to shares of Common Stock to be issued solely in connection with any acquisition of an entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans) it shall send to each Holder written notice of such determination and if, within 30 days after receipt of such notice,



such Holder shall so request in writing, the Corporation shall use its commercially reasonable efforts to include in such Registration Statement all or any part of the Registrable Securities such Holder requests to be registered.


Section 2.2 If, in connection with any offering described in Section 2.1 of this Annex A involving an underwriting of Common Stock to be issued by the Corporation, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the Registration Statement because in its judgment, such limitation is necessary to effect an orderly public distribution, then, in the discretion of such managing underwriter, the Corporation shall include in such Registration Statement only such portion of the Registrable Securities with respect to which such Holders have requested inclusion pursuant hereto as such limitation permits after the inclusion of all shares of Common Stock to be registered by the Corporation for its own account. Any exclusion of Registrable Securities shall be made pro rata among such Holders seeking to include such shares, in proportion to the number of such shares owned by such Holders.


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