Intel 1997 Annual Report Download - page 33

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with such particular Interested Stockholder within the meaning of the foregoing clause (ii) of this subparagraph (I).
(J) "License" shall mean a material license which is not granted in standard commercial transactions and is not generally available to
commercial customers of the Corporation.
(K) A "person" shall mean any individual, firm, corporation (which shall include a business trust), partnership, joint venture, trust or estate,
association or other entity.
(L) "Subsidiary" shall mean any corporation or partnership of which a majority of any class of its equity securities is owned, directly or
indirectly, by the Corporation.
(4) A majority of the Disinterested Directors shall have the power and duty to determine, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this Article 10, including, without limitation (i) whether a person is an
Interested Stockholder, (ii) the number of shares of Capital Stock Beneficially Owned by any person, (iii) whether a person is an Affiliate or
Associate of another person, (iv) whether the requirements of paragraph (2) of this Article 10 have been met with respect to any Business
Combination, and (v) whether two or more transactions constitute a "series of transactions" for purposes of paragraph (1) of this Article 10. The
good faith determination of a majority of the Disinterested Directors on such matters shall be conclusive and binding for all purposes of this
Article 10.
(5) Nothing contained in this Article 10 shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.
(6) 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 of stockholders, 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 on the date of determining the stockholders entitled to vote on such
Business Combination, the laws of the State of Delaware do not permit the corporation to require the affirmative vote of the holders of at least
66 2/3 percent of the combined voting power of the outstanding shares of Capital Stock to approve such Business Combination.
11. Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special
meeting of stockholders of the Corporation and may not be effected by any consent in writing by the stockholders.