AMD » Topics » 6.0 TERM, TERMINATION & CHANGE OF CONTROL

This excerpt taken from the AMD 8-K filed Nov 17, 2009.

6.0 TERM, TERMINATION & CHANGE OF CONTROL

6.1 Term. Section 2.0 of this Agreement shall remain in force and effect for a period of ten (10) years from and after the Effective Date, and shall thereafter terminate, and be of no further force and effect, of its own accord without any further action by any Party, except that the requirements in Section 2.0 shall terminate before the expiration of ten (10) years in any of the circumstances set forth in Section 6.2, below. The remaining provisions of this Agreement will survive any termination or expiration of this Agreement and the termination or expiration of the requirements in Section 2.0.

6.2. Termination of Section 2.0 Limitations. Section 2.0 shall terminate in its entirety, without the need for any further action by Intel, and shall be of no further force or effect if:

a. Intel’s microprocessor unit share of the Worldwide PC Market Segment, which includes desktop, server and mobile platforms, drops below sixty-five percent (65%) for four consecutive quarters as reported by Mercury Research in its published report entitled “PC Processors and Chip Sets Updated Edition Market Strategy and Forecast Report.” In the event that Mercury Research ceases publishing such share data during the term of this Agreement, the parties will agree in good faith on another publication to reference for such share data.

b. AMD attempts or purports to assign or transfer to any Person any right or obligation in violation of Section 9.7.

6.3 Change of Control. In the event of a Change of Control of AMD, the definition of AMD Microprocessor as defined in Section 1.5 shall be limited to those devices that fell within Section 1.5 on the date of the Change of Control and shall further be limited to x86 AMD Microprocessors for use in a Personal Computer.

Change of Control” shall mean:

(1) any Person or group of Persons (as the term “group” is interpreted pursuant to Rule 13d-5 under the Securities Exchange Act of 1934, as amended) (the “Acquiring Person”) acquires (i) beneficial ownership of capital stock of AMD entitling the holder(s) thereof to more than fifty percent (50%) of the voting power of the then outstanding capital stock of AMD with respect to the election of directors of AMD, or (ii) an interest sufficient to receive more than fifty percent (50%) of the profits or losses of AMD; or

(2) AMD enters into a merger, consolidation, reorganization or similar transaction (or series of related transactions) with any Person or group of Persons in which less than fifty percent (50%) of the voting power of the outstanding capital stock of AMD (if it is the surviving entity) or of the Acquiring Person (if it is the surviving entity) with respect to the election of directors following such transaction is held directly or indirectly by Persons who were shareholders of AMD immediately prior to such transaction (or series of transactions); or

(3) AMD sells to any Person(s) in one or more related transactions properties or assets representing all or substantially all of the properties and assets of AMD.

 

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6.4 Exception to Effective Date. This Agreement is effective once it is executed by both Parties on the Effective Date, with the sole exception that the following portion of Section 2.4.3 shall be of no force and effect until one hundred and twenty (120) days after the Effective Date: “unless such limitation includes a Restriction. “Restriction” shall mean a requirement imposed or required by or on behalf of Intel that the recipient of market development funds or other promotional funds from Intel (“Recipient”) may not include AMD or AMD products in a portion of an OEM catalog, retailer circular, web page or site, point-of-sale marketing piece, or event not funded by Intel.”

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