Intel 1997 Annual Report Download - page 27

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(C) the issuance or transfer by the Corporation or any Subsidiary (whether in one transaction or a series of transactions) to an Interested
Stockholder of any securities of the Corporation or any Subsidiary in exchange for cash, securities, or other property (or a combination thereof)
having an aggregate Fair Market Value (as hereinafter defined) of $20 million or more; or
(D) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation or any material Subsidiary; or
(E) any reclassification of any securities of the Corporation (including any reverse stock split), any recapitalization of the Corporation, any
merger or consolidation of the Corporation with or into any of its Subsidiaries, or any other transaction (whether or not with or involving any
Interested Stockholder), which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class
of stock or series thereof of the Corporation or of any Subsidiary directly orindirectly Beneficially Owned (as hereinafter defined) by any
Interested Stockholder or as a result of which the stockholders of the Corporation would cease to be stockholders of a corporation having, as
part of its articles or certificate of incorporation, provisions to the same effect as this Article 10 and the provisions of Article 12 hereof relating
to amendments or changes to this Article 10.
The term "Business Combination" as used in this Article 10 shall mean any transaction or proposed transaction which is referred to in any one
or more of the subparagraphs (A) through (E) of this paragraph (1) of this Article 10.
(2) The provisions of paragraph (1) of this Article 10 shall not be applicable to any particular Business Combination, and such Business
Combination shall require only such vote, if any, as is required by law and any other Article hereof or any agreement between the Corporation
and any national securities exchange or otherwise, if all of the conditions specified in either of the following paragraphs (A) or (B) are satisfied:
(A) such Business Combination shall have been approved by a majority of the Disinterested Directors (as hereinafter defined) or, in the case of
a License, approved by a majority of the Disinterested Directors or a committee of Disinterested Directors designated by the Board of
Directors; or
(B) if all the conditions specified in each of the following subparagraphs (i), (ii), (iii), (iv) and (v) are satisfied: