Intel 1997 Annual Report Download - page 29

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Directors, there shall have been no failure to declare and pay at the regular date thereof any dividend (whether or not cumulative);
(b) there shall have been no reduction in the annual rate of dividends, if any, paid on the Capital Stock (except as necessary to reflect any
subdivision of the Capital Stock), except as approved by a majority of the Disinterested Directors;
(c) there shall have been an increase in such annual rate of dividends as necessary to reflect any reclassification (including any reverse stock
split or combination of shares), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of
outstanding shares of the Capital Stock, unless the failure to increase such annual rate is approved by a majority of the Disinterested Directors;
and
(d) such Interested Stockholder shall not have become the beneficial owner of any additional shares of the Capital Stock except as part of the
transaction which results in such Interested Stockholder becoming an Interested Stockholder; and
(iv) after the Determination Date in respect of the Interested Stockholder involved in such Business Combination, such Interested Stockholder
shall not have received the benefit, directly or indirectly (except as a shareholder of the Corporation, in proportion to its shareholding), of any
loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation,
whether in anticipation of or in connection with such Business Combination or otherwise; and
(v) a proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities
Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing or revising such Act, rules or
regulations) shall, at the Corporation's expense, be mailed to stockholders of the Corporation at least 30 days prior to the consummation of such
Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act, rules or regulations
or subsequent provisions), and the Disinterested Directors, if